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 March 31, 2001

                                       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

                                       1
<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, 2001 and 2000            3

         Balance Sheets
           As of March 31, 2001 and December 31, 2000                    4

         Statements of Cash Flows
           For the three months ended March 31, 2001 and 2000            5

         Notes to Financial Statements                                   6

Item 2.  Management's Discussion and Analysis of Financial
                Condition and Results of Operations                      9



                           Part II. Other Information

Item 1.  Legal proceedings                                              17

Item 6.  Exhibits and Reports on Form 8-K                               17

Signatures                                                              18


                                       2
<PAGE>

<TABLE>
<CAPTION>

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

                                                                                                Three Months Ended
                                                                                                     March 31,
                                                                                               2001             2000
---------------------------------------------------------------------------------------------------------------------
                                                                                                   (Unaudited)
REVENUES
<S>                                                                                         <C>              <C>
  Base rentals                                                                              $18,278          $17,458
  Percentage rentals                                                                            351              453
  Expense reimbursements                                                                      7,571            6,963
  Other income                                                                                  520              943
---------------------------------------------------------------------------------------------------------------------
       Total revenues                                                                        26,720           25,817
---------------------------------------------------------------------------------------------------------------------
EXPENSES
  Property operating                                                                          8,697            7,439
  General and administrative                                                                  2,069            1,761
  Interest                                                                                    7,633            6,662
  Depreciation and amortization                                                               7,211            6,438
---------------------------------------------------------------------------------------------------------------------
       Total expenses                                                                        25,610           22,300
---------------------------------------------------------------------------------------------------------------------
Income before extraordinary item                                                              1,110            3,517
Extraordinary item - Loss on early extinguishment of debt                                      (180)             ---
---------------------------------------------------------------------------------------------------------------------
Net income                                                                                      930            3,517
Less applicable preferred unit distributions                                                   (442)            (466)
---------------------------------------------------------------------------------------------------------------------
Net income available to common unitholders                                                      488            3,051
Income allocated to limited partners                                                           (481)          (3,009)
---------------------------------------------------------------------------------------------------------------------
Income allocated to general partner                                                              $7              $42
---------------------------------------------------------------------------------------------------------------------

Basic earnings per common unit:
  Income before extraordinary item                                                             $.06             $.28
  Extraordinary item                                                                          ($.02)             ---
---------------------------------------------------------------------------------------------------------------------
  Net income                                                                                   $.04             $.28
---------------------------------------------------------------------------------------------------------------------

Diluted earnings per common unit:
  Income before extraordinary item                                                             $.06             $.28
  Extraordinary item                                                                          ($.02)             ---
---------------------------------------------------------------------------------------------------------------------
  Net income                                                                                   $.04             $.28
---------------------------------------------------------------------------------------------------------------------

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

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,
                                                                                                   2001            2000
------------------------------------------------------------------------------------------------------------------------------
                                                                                                        (Unaudited)
ASSETS
 Rental Property
   <S>                                                                                              <C>              <C>
     Land                                                                                           $59,858          $59,858
     Buildings, improvements and fixtures                                                           529,244          505,554
     Developments under construction                                                                    ---           19,516
------------------------------------------------------------------------------------------------------------------------------
                                                                                                    589,102          584,928
     Accumulated depreciation                                                                      (128,976)        (122,365)
------------------------------------------------------------------------------------------------------------------------------
Rental property, net                                                                                460,126          462,563
     Cash and cash equivalents                                                                          200              632
     Deferred charges, net                                                                           11,549            8,566
     Other assets                                                                                    12,648           15,512
------------------------------------------------------------------------------------------------------------------------------
         Total assets                                                                              $484,523         $487,273
------------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND PARTNERS' EQUITY
Liabilites
   Long-term debt
      Senior, unsecured notes                                                                      $175,000         $150,000
      Mortgages payable                                                                             158,858          135,313
      Term note, unsecured                                                                              ---           20,000
      Lines of credit                                                                                21,427           41,530
------------------------------------------------------------------------------------------------------------------------------
                                                                                                    355,285          346,843
   Construction trade payables                                                                        6,853            9,784
   Accounts payable and accrued expenses                                                             11,164           12,672
------------------------------------------------------------------------------------------------------------------------------
         Total liabilities                                                                          373,302          369,299
------------------------------------------------------------------------------------------------------------------------------
Commitments
Partners' equity
      General partner                                                                                 1,527            1,611
      Limited partners                                                                              110,282          116,363
      Accumulated other comprehensive loss                                                             (588)             ---
------------------------------------------------------------------------------------------------------------------------------
         Total partners' equity                                                                     111,221          117,974
------------------------------------------------------------------------------------------------------------------------------
            Total liabilities and partners' equity                                                 $484,523         $487,273
------------------------------------------------------------------------------------------------------------------------------

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,
                                                                                                    2001                2000
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                         (Unaudited)
OPERATING ACTIVITIES
<S>                                                                                                 <C>               <C>
  Net income                                                                                        $930              $3,517
  Adjustments to reconcile net income to net cash provided by
    operating activities:
     Depreciation and amortization                                                                 7,211               6,438
     Amortization of deferred financing costs                                                        633                 288
     Loss on early extinguishment of debt                                                            180                 ---
     Straight-line base rent adjustment                                                              104                   9
   Increase (decrease) due to changes in:
     Other assets                                                                                  1,608                 407
     Accounts payable and accrued expenses                                                        (2,096)             (1,036)
-----------------------------------------------------------------------------------------------------------------------------
        Net cash provided by operating activites                                                   8,570               9,623
-----------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Additions to rental properties                                                                  (7,071)             (5,417)
  Additions to deferred lease costs                                                                 (700)               (609)
  Insurance proceeds from casualty losses                                                            ---               4,046
  Proceeds from sale of real estate                                                                  723                 ---
  Repayments from (advances to) officers                                                             318                (411)
-----------------------------------------------------------------------------------------------------------------------------
        Net cash used in investing activities                                                     (6,730)             (2,391)
-----------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Cash distributions paid                                                                         (7,095)             (7,065)
  Proceeds from issuance of debt                                                                 169,804              31,578
  Repayments of debt                                                                            (161,362)            (31,608)
  Additions to deferred financing costs                                                           (3,619)               (438)
-----------------------------------------------------------------------------------------------------------------------------
        Net cash used in financing activities                                                     (2,272)             (7,533)
-----------------------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                                                           (432)               (301)
Cash and cash equivalents, beginning of period                                                       632                 501
-----------------------------------------------------------------------------------------------------------------------------
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,
2001 and 2000 amounted to $6,853 and $6,372, 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, 2001
                                   (Unaudited)

1.   Business

Tanger Properties  Limited  Partnership (the "Operating  Partnership"),  a North
Carolina  limited  partnership,  develops,  owns  and  operates  factory  outlet
centers.  We  are  controlled  by  Tanger  Factory  Outlet  Centers,  Inc.  (the
"Company"),  a  fully-integrated,  self  administered,  self managed real estate
investment trust ("REIT") as the sole shareholder of our general partner, Tanger
GP Trust. Unless the context indicates otherwise, the terms "we", "our" and "us"
refer to the Operating  Partnership or the Operating Partnership and the Company
together, as the text 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, 2000.  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 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.

3.   Development of Rental Properties

During the first  quarter of 2001,  we opened  47,000  square feet of  expansion
space in our  center in San  Marcos,  Texas.  Currently,  we have an  additional
50,000 square feet under construction in San Marcos,  which is scheduled to open
during the third quarter of 2001.

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, 2001.  Commitments  for  construction  represent  only
those costs contractually required to be paid by us.

Interest costs capitalized during the three months ended March 31, 2001 and 2000
amounted to $371,000 and $238,000, respectively.

4.   Long-Term Debt

On February 9, 2001, we issued $100 million of 9.125% senior,  unsecured  notes,
maturing on February  15,  2008.  The net  proceeds of $97 million  were used to
repay all of the  outstanding  indebtedness  under our $75  million  8.75% notes
which were due March 11, 2001.  The net proceeds were also used to repay the $20
million LIBOR plus 2.25% term loan due January 2002 with Fleet National Bank and
Bank of America.  The interest rate swap  agreements  associated  with this loan
were  terminated  at a cost of  $295,200  which has been  included  in  interest
expense. In addition,  approximately  $180,000 of unamortized costs were written
off as an  extraordinary  item.  The  remaining  proceeds  were used for general
operating purposes.

                                       6
<PAGE>

On March 26, 2001,  we entered into a five year  collateralized  loan with Wells
Fargo  Bank for $24.0  million  at a  variable  rate of LIBOR  plus  1.75%.  The
proceeds were used to reduce amounts outstanding under existing lines of credit.
Additionally  on March 26, 2001,  we extended the maturity  date of our existing
$29.5 million term loan with Wells Fargo Bank from July 2005 to March 2006.

On May 1, 2001,  we entered  into an eight  year  collateralized  loan with John
Hancock  Insurance  Company  for  $19.45  million  at fixed  rate of 7.98%.  The
proceeds were used to reduce amounts outstanding under existing lines of credit.

At March 31, 2001, we had revolving lines of credit with an unsecured  borrowing
capacity of $100 million,  of which $78.6  million was available for  additional
borrowings.

5.   Accounting Change - Derivative Financial Instruments

Effective  January  1,  2001,  we  adopted  Statement  of  Financial  Accounting
Standards  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
Activities",  as amended by FAS 137 and FAS 138  (collectively,  "FAS 133"). The
cumulative effect of the change in accounting  principle related to the adoption
of FAS 133 resulted in the  recognition of a $299,500 loss to accumulated  other
comprehensive  income on the date of  adoption.  As discussed in Note 4, certain
interest rate swap agreements  were terminated  during the quarter and the other
comprehensive  loss totaling  $146,700  recognized at adoption relating to these
agreements was  reclassified  to earnings.  In accordance with the provisions of
FAS 133, our sole remaining  interest rate swap agreement has been designated as
a cash flow hedge and is carried on the balance  sheet at fair  value.  At March
31,  2001,  the fair value of the hedge is recorded as a liability  of $588,000.
For the three months  ended March 31, 2001,  the change in the fair value of the
remaining  derivative  instrument was recorded as a $435,000 loss to accumulated
other comprehensive income.

Total  comprehensive  income for the three  months  ended  March 31,  2001 is as
follows (in thousands):
<TABLE>
<CAPTION>

<S>                                                                    <C>         <C>
Net income                                                                         $ 930
Other comprehensvie income (loss):
Cumulative effect adjustment of FAS 133 adoption                      (300)
Reclassification to earnings on termination of cash flow hedge         147
Change in fair value of cash flow hedge                               (435)
-----------------------------------------------------------------------------------------
Other comprehensive loss                                              (588)
-----------------------------------------------------------------------------------------
Total comprehensive income                                                         $ 342
-----------------------------------------------------------------------------------------
</TABLE>
                                       7
<PAGE>

6.   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,
                                                                                         2001         2000
-----------------------------------------------------------------------------------------------------------
Numerator:
<S>                                                                                    <C>          <C>
  Income before extraordinary item                                                     $1,110       $3,517
  Less applicable preferred unit distributions                                           (442)        (466)
-----------------------------------------------------------------------------------------------------------
  Income available to common unitholders -
  numerator for basic and diluted earnings per unit                                       668        3,051
-----------------------------------------------------------------------------------------------------------
Denominator:
  Basic weighted average common units                                                  10,952       10,910
  Effect of outstanding unit options                                                       33            6
-----------------------------------------------------------------------------------------------------------
  Diluted weighted average common units                                                10,985       10,916
-----------------------------------------------------------------------------------------------------------
Basic earnings per unit before extraordinary item                                        $.06         $.28
-----------------------------------------------------------------------------------------------------------
Diluted earnings per unit before extaordinary item                                       $.06         $.28
-----------------------------------------------------------------------------------------------------------

</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, 2001 and 2000  totaled
1,192,470 and 1,230,440, 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,  2001 and  December  31,  2000,  the  ownership  interests  of the
Operating Partnership consisted of the following:
<TABLE>
<CAPTION>

                                      2001             2000
--------------------------------------------------------------
<S>                                   <C>              <C>
Preferred units                       80,600           80,600
--------------------------------------------------------------
Common units:
  General partner                    150,000          150,000
  Limited partners                10,802,216       10,802,216
--------------------------------------------------------------
    Total                         10,952,216       10,952,216
--------------------------------------------------------------
</TABLE>

                                       8
<PAGE>

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

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

The  discussion  of our  results of  operations  reported in the  statements  of
operations  compares the three months ended March 31, 2001 with the three months
ended  March 31,  2000.  Certain  comparisons  between the periods are made on a
percentage  basis as well as on a weighted  average gross  leasable area ("GLA")
basis,  a technique  which  adjusts for certain  increases  or  decreases in the
number of centers  and  corresponding  square feet  related to the  development,
acquisition,  expansion or disposition of rental properties.  The computation of
weighted  average GLA,  however,  does not adjust for  fluctuations in occupancy
which may occur subsequent to the original opening date.

Cautionary Statements

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

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

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

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

-    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, 2001, we owned 29 centers in 20 states  totaling 5.3 million square
feet  compared to 31 centers in 22 states  totaling  5.2 million  square feet at
March 31, 2000. Since March 31, 2000, we have expanded five centers,  increasing
GLA by  approximately  277,000  square feet.  In  addition,  we sold two centers
totaling 186,000 square feet during June 2000.

                                       9
<PAGE>

During the first  quarter of 2001,  we opened  47,000  square feet of  expansion
space in our  center in San  Marcos,  Texas.  Currently,  we have an  additional
50,000 square feet under construction in San Marcos,  which is scheduled to open
during the third quarter of 2001.

A summary of the operating results for the three months ended March 31, 2001 and
2000 is presented in the following table,  expressed in amounts  calculated on a
weighted average GLA basis.
<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                        March 31,
                                                                 2001           2000
-------------------------------------------------------------------------------------
<S>                                                             <C>            <C>
GLA open at end of period (000's)                               5,282          5,191
Weighted average GLA (000's) (1)                                5,255          5,168
Outlet centers in operation                                        29             31
Centers disposed of or sold                                       ---            ---
Centers expanded                                                    1            ---
States operated in at end of period                                20             22
Occupancy percentage at end of period                             95%            95%

Per square foot
Revenues
  Base rentals                                                  $3.48          $3.38
  Percentage rentals                                              .07            .09
  Expense reimbursements                                         1.44           1.35
  Other income                                                    .10            .18
-------------------------------------------------------------------------------------
    Total revenues                                               5.09           5.00
-------------------------------------------------------------------------------------
Expenses
  Property operating                                             1.66           1.44
  General and administrative                                      .39            .34
  Interest                                                       1.45           1.29
  Depreciation and amortization                                  1.37           1.25
-------------------------------------------------------------------------------------
    Total expenses                                               4.87           4.32
-------------------------------------------------------------------------------------

Income before extraordinary item                                 $.22           $.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, 2001 to the three months ended
March 31, 2000

Base rentals increased $820,000,  or 5%, in the 2001 period when compared to the
same  period  in 2000.  The  increase  is  primarily  due to the  effect  of the
expansions completed since March 31, 2000 in the five centers mentioned above in
the General  Overview.  Base rent per weighted average GLA increased by $.10 per
square  foot  from  $3.38 per  square  foot in the  first  three  months of 2000
compared  to $3.48 per  square  foot in the  first  three  months  of 2001.  The
increase is the result of the  expansions  and the sale of the Lawrence,  Kansas
and McMinnville, Oregon centers in June 2000 which had a lower average base rent
per square foot compared to the portfolio average.


                                       10
<PAGE>

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined levels (the "breakpoint"),  decreased $102,000,
and on a weighted  average  GLA basis,  decreased  $.02 per square  foot in 2001
compared to 2000. For the three months ended March 31, 2001, reported same-store
sales, defined as the weighted average sales per square foot reported by tenants
for stores  open since  January 1, 2000,  decreased  by 3% when  compared to the
first three months of 2000.  This decrease is due in part to the negative impact
of severe winter weather on tenant sales, particularly at our centers located in
the  northeast  and the effect of the San Marcos,  TX expansion on that center's
existing-store  sales.  Reported  same-space sales for the rolling twelve months
ended March 31,  2001,  defined as the  weighted  average  sales per square foot
reported  in  space  open  for the  full  duration  of each  comparison  period,
increased to $284, or 5%,  reflecting the continued  success of the our strategy
to  re-merchandise  selected  centers by replacing low volume  tenants with high
volume tenants.

Expense reimbursements, which represent the contractual recovery from tenants of
certain  common  area  maintenance,   insurance,   property  tax,   promotional,
advertising and management expenses generally  fluctuates  consistently with the
reimbursable   property  operating   expenses  to  which  it  relates.   Expense
reimbursements,  expressed  as a  percentage  of  property  operating  expenses,
decreased  from 94% in 2000 to 87% in 2001 primarily as a result of increases in
certain non-reimbursable expenses.

Other income  decreased  $423,000 in 2001 compared to 2000  primarily due to the
recognition of $493,000 in business interruption  insurance proceeds relating to
the  Stroud,  Oklahoma  center  in 2000.  The  business  interruption  insurance
proceeds  were received when the Stroud center was destroyed by a tornado in May
1999 and were fully amortized by June 2000.

Property operating expenses increased by $1,258,000,  or 17%, in the 2001 period
as compared to the 2000 period and, on a weighted  average GLA basis,  increased
$.22 per  square  foot from  $1.44 to $1.66.  The  increases  are the  result of
certain increases in real estate tax assessments,  property  insurance  premiums
and higher common area maintenance expenses.

General and  administrative  expenses  increased  $308,000,  or 17%, in the 2001
period as compared to the 2000 period.  Also, as a percentage of total revenues,
general and  administrative  expenses increased from 7% to 8% in the 2000 period
compared to the 2001 period and, on a weighted average GLA basis, increased $.05
per square foot from $.34 in 2000 to $.39 in 2001.

Interest  expense  increased  $971,000  during  2001 as  compared  to  2000  due
primarily  to our  strategy  to  replace  short-term,  variable  rate  debt with
long-term   collateralized,   fixed  rate  debt  and  extend  our  average  debt
maturities.  Also,  $295,200  paid  to  terminate  certain  interest  rate  swap
agreements  during  2001  contributed  to  the  increase  in  interest  expense.
Depreciation  and amortization per weighted average GLA increased from $1.25 per
square  foot in the 2000  period to $1.37 per square foot in the 2001 period due
to a higher  mix of  tenant  finishing  allowances  included  in  buildings  and
improvements which are depreciated over shorter lives (i.e. over lives generally
ranging  from 3 to 10 years as opposed  to other  construction  costs  which are
depreciated over lives ranging from 15 to 33 years).

The extraordinary loss recognized in the 2001 period represents the write-off of
unamortized  deferred financing costs related to debt that was extinguished with
a portion of the February  2001 bond  offering  proceeds  prior to its scheduled
maturity.
                                       11
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating  activities was $8.6 million and $9.6 million for
the three  months ended March 31, 2001 and 2000,  respectively.  The decrease in
cash  provided  by  operating  activities  is due  primarily  to an  increase in
interest  expense  in 2001 when  compared  to 2000.  Net cash used in  investing
activities  was $6.7 and $2.4 million during 2001 and 2000,  respectively.  Cash
used was higher in 2001 primarily due to the increase in cash paid for expansion
activities and due to $4.0 million  received in insurance  proceeds  relating to
the Stroud  center in 2000.  Net cash used in financing  activities  amounted to
$2.3  million and $7.5  million  during the first three months of 2001 and 2000,
respectively.

During the quarter,  we added 47,000 square feet to the portfolio in San Marcos,
TN. In addition, we currently have approximately 50,000 square feet of expansion
space  under  construction  in San Marcos that is  scheduled  to open during the
third quarter of 2001. 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,  2001.  Commitments  for  construction
represent only those costs contractually required to be paid by us.

We are in the early permitting and leasing stages for the development of up to a
400,000 square foot outlet center in Myrtle Beach,  South Carolina.  This center
is being developed by Tanger-Warren Development, LLC ("Tanger-Warren"),  a joint
venture  that was formed in August 2000 to identify,  acquire and develop  sites
for us. Based on anticipated  successful  permitting and pre-leasing,  we expect
stores to begin opening in late 2002.

We have an option to purchase the retail  portion of a site at the Bourne Bridge
Rotary in Cape Cod, Massachusetts.  Based on tenant demand, we plan to develop a
new 250,000  square foot outlet  center.  The entire site will contain more than
750,000 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  final  approvals  are
anticipated  by the end of 2001.  Due to the  extensive  amount of site work and
road construction, stores are not expected to open until mid 2003.

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

On February 9, 2001,  the  Operating  Partnership  issued $100 million of 9.125%
senior,  unsecured notes, maturing on February 15, 2008. The net proceeds of $97
million  were used to repay all of the  outstanding  indebtedness  under our $75
million  8.75% notes which were due March 11, 2001.  The net proceeds  were also
used to repay the $20 million  LIBOR plus 2.25% term loan due January  2002 with
Fleet  National  Bank and Bank of America.  The  interest  rate swap  agreements
associated  with this debt were  terminated at a cost of $295,200 which has been
included in interest expense. In addition, approximately $180,000 of unamortized
costs were written off as an  extraordinary  item.  The remaining  proceeds were
used for general operating purposes.

On March 26, 2001,  we entered into a five year  collateralized  loan with Wells
Fargo  Bank for $24.0  million  at a  variable  rate of LIBOR  plus  1.75%.  The
proceeds were used to reduce amounts outstanding under existing lines of credit.
Additionally  on March 26, 2001,  we extended the maturity  date of our existing
$29.5 million term loan with Wells Fargo Bank from July 2005 to March 2006.


                                       12
<PAGE>

On May 1, 2001,  we entered  into an eight  year  collateralized  loan with John
Hancock  Insurance  Company  for $19.45  million  at a fixed rate of 7.98%.  The
proceeds were used to reduce amounts outstanding under existing lines of credit.

We intend to retain the ability to raise  additional  capital,  including public
debt as described above, 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 partners' interests. We maintain revolving lines of credit that
provide for unsecured  borrowings up to $100 million, of which $78.6 million was
available for additional borrowings at March 31, 2001.

After  giving  effect  to  the  February  2001  debt  offering,   the  Operating
Partnership  and the Company  under joint  registration,  could issue up to $100
million in  additional  equity  securities.  We are  currently in the process of
amending our shelf  registration  for the ability to issue up to $200 million in
debt and equity securities,  respectively. This process will be completed during
the second quarter of 2001. We may also consider selling certain properties that
do not meet our long-term  investment criteria as well as outparcels on existing
properties  to generate  capital to reinvest  into other  attractive  investment
opportunities. Based on cash provided by operations, existing credit facilities,
ongoing negotiations with certain financial institutions, the February 2001 bond
offering and funds  available under the shelf  registration,  we believe that we
have access to the necessary financing to fund the planned capital  expenditures
during 2001.

At  March  31,  2001,  approximately  55%  of  the  outstanding  long-term  debt
represented  unsecured  borrowings  and  approximately  63% of our  real  estate
portfolio was  unencumbered.  The average  interest  rate,  including  loan cost
amortization,  on average debt  outstanding for the three months ended March 31,
2001 was 8.9%.

We  anticipate  that  adequate  cash will be available to fund our operating and
administrative  expenses,  regular debt service obligations,  and the payment of
partnership 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.  Certain  of our debt  agreements  limit the  payment  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 12, 2001, our Board of Trustees  declared a $.61 cash  distribution per
common unit  payable on May 15, 2001 to each  unitholder  of record on April 30,
2001.  The  Board of  Trustees  of the  general  partner  also  declared  a cash
distribution  of $.5496  per  preferred  unit  payable  on May 15,  2001 to each
preferred unitholder of record on April 30, 2001.

                                       13
<PAGE>

Market Risk

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

We negotiate  long-term fixed rate debt instruments and enter into interest rate
swap  agreements  to manage our  exposure to interest  rate  changes.  The swaps
involve the exchange of fixed and variable  interest  rate  payments  based on a
contractual  principal  amount and time  period.  Payments  or  receipts  on the
agreements are recorded as adjustments to interest  expense.  At March 31, 2001,
we had an interest rate swap  agreement  effective  through  January 2003 with a
notional  amount of $25  million.  Under this  agreement,  we receive a floating
interest  rate based on the 30 day LIBOR index and pay a fixed  interest rate of
5.97%.  This swap effectively  changes our payment of interest on $25 million of
variable  rate  debt to fixed  rate  debt for the  contract  period at a rate of
7.72%.

The fair value of the interest  rate swap  agreement  represents  the  estimated
receipts or payments that would be made to terminate the agreement. At March 31,
2001, we would have paid approximately $588,000 to terminate the agreement. A 1%
decrease in the 30 day LIBOR index  would  increase  the amount to be paid by us
$426,000 to approximately $1,014,000.  The fair value is based on dealer quotes,
considering current interest rates.

The fair value of long-term  fixed interest rate debt is subject to market risk.
Generally,  the fair 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 March 31, 2001 was $358.9 million and its recorded value
was $355.3 million.  A 1% increase from  prevailing  interest rates at March 31,
2001  would  result  in a  decrease  in fair  value of total  long-term  debt by
approximately  $7.9  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

The  Financial  Accounting  Standards  Board  ("FASB")  has issued  Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging Activities", as amended by FAS 137 and FAS 138, (collectively,  "FAS
133").  FAS 133 is  effective  for  all  fiscal  quarters  of all  fiscal  years
beginning  after June 15,  2000;  accordingly,  we adopted FAS 133 on January 1,
2001.  Upon  adoption  on January  1, 2001,  we  recorded  a  cumulative  effect
adjustment of $299,500 in other  comprehensive  income (loss). At March 31, 2001
in  accordance  with the  provisions  of FAS 133,  our sole  interest  rate swap
agreement has been designated as a cash flow hedge and is carried on the balance
sheet at fair value.  At March 31, 2001, the fair value of the hedge is recorded
as a liability of $588,000.

During 2000, the American Institute of Certified Public Accountants'  Accounting
Standards  Executive  Committee  issued an exposure draft  Statement of Position
("SOP") regarding the  capitalization  of costs associated with property,  plant
and equipment. Under the proposed SOP, all property, plant and equipment related
costs would be expensed unless the costs are directly identifiable with specific
projects and general and administrative and overhead costs which are not payroll
or payroll related and not directly  related to the project would be expensed as
incurred.  The expected  effective date of the final SOP is expected in 2002 and
currently we are evaluating the effects it may have on our results of operations
and financial position.

                                       14
<PAGE>

Funds from Operations

We believe that for a clear  understanding of our historical  operating results,
FFO should be  considered  along with net income as presented  in the  unaudited
financial statements included elsewhere in this report. FFO is presented because
it is a widely  accepted  financial  indicator  used by  certain  investors  and
analysts to analyze and compare one equity real estate investment trust ("REIT")
with another on the basis of operating performance.  FFO is generally defined as
net income (loss),  computed in accordance  with generally  accepted  accounting
principles, before extraordinary items and gains (losses) on sale of depreciable
operating properties, plus depreciation and amortization uniquely significant to
real  estate.  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 months ended March
31,  2001  and  2000 as well as  actual  cash  flow and  other  data  for  those
respective periods (in thousands):
<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                         March 31,
                                                                                    2001          2000
-------------------------------------------------------------------------------------------------------
Funds from Operations:
<S>                                                                                 <C>         <C>
  Net income                                                                        $930        $3,517
  Adjusted for:
  Extraordinary item - loss on early extinguishment of debt                          180           ---
  Depreciation and amortization uniquely significant to real estate                7,122         6,378
-------------------------------------------------------------------------------------------------------
    Funds from operations                                                         $8,232        $9,895
-------------------------------------------------------------------------------------------------------

Cash flows provided by (used in):
  Operating activites                                                             $8,570        $9,623
  Investing activities                                                           $(6,730)      $(2,391)
  Financing activities                                                           $(2,272)      $(7,533)

Weighted average units outstanding (1)                                            11,711        11,684
-------------------------------------------------------------------------------------------------------

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

                                       15
<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.

As  part  of  our  strategy  of  aggressively   managing  our  assets,   we  are
strengthening  the tenant  base in several of our  centers by adding  strong new
anchor  tenants,  such as Polo,  Nike,  GAP,  Tommy  Hilfiger  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. As of March 31, 2001, our centers were 95% occupied.

Approximately  29% of our lease portfolio is scheduled to expire during the next
two years. Approximately,  675,000 square feet of space is up for renewal during
2001 and approximately  868,000 square feet will come up for renewal in 2002. If
we were unable to  successfully  renew or release a  significant  amount of this
space on  favorable  economic  terms,  the loss in rent could  have a  material,
adverse effect on our results of operations.

As of March 31, 2001, we have renewed  approximately 325,000 square feet, or 48%
of the square  feet  scheduled  to expire in 2001.  The  existing  tenants  have
renewed at an average base rental rate approximately 7% higher than the expiring
rate. We also  re-tenanted  101,000 square feet of vacant space during the first
three months of 2001 at an 8% increase in the average base rental rent from that
which  was  previously  charged.  Consistent  with  our  long-term  strategy  of
remerchandising  centers, we will continue to hold space off the market until an
appropriate tenant is identified.  While we believe this strategy will add value
to our centers in the long-term, it may reduce our average occupancy rate in the
near term.

                                       16
<PAGE>

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

          Exhibit 10.1  The senior  indenture,  dated as of March 1, 1996,
                        among Tanger Properties Limited Partnership,  as Issuer,
                        Tanger Factory Outlet Centers,  Inc., as Guarantor,  and
                        State Street Bank and Trust Company, as Trustee.

     (b)  Reports on Form 8-K

          The  Operating  Partnership  filed the  following  reports on Form 8-K
          during the three months ended March 31, 2001:

          Current  Report on Form 8-K dated  January  29, 2001 to file the press
          release of the year ending December 31, 2000 financial results.

          Current  Report on Form 8-K dated  January 31, 2001 to file the senior
          indenture.

          Current  Report  on Form 8-K dated  February  16,  2001 to report  the
          completion of a 9.125% $100 million  senior,  unsecured  bond offering
          due   February   2008  by  Tanger   Properties   Limited   Partnership
          unconditionally guaranteed by Tanger Factory Outlet Centers, Inc.



                                       17
<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 15, 2001

                                       18
<PAGE>