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 September 30, 1999

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

               For the transition period from________ to________

                              Commission File Nos.:

                                   33-99736-01
                                   333-3526-01

                                  333-39365-01

                      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 and nine months ended September 30, 1999 and 1998       3

  Balance Sheets
    As of September 30, 1999 and December 31, 1998                        4

  Statements of Cash Flows
    For the nine months ended September 30, 1999 and 1998                 5

  Notes to Financial Statements                                           6

Item 2.  Management's Discussion and Analysis of Financial
    Condition and Results of Operations                                   8

                           Part II. Other Information

Item 1.  Legal proceedings                                               18

Item 6.  Exhibits and Reports on Form 8-K                                18

Signatures                                                               18





                                        2
<PAGE>


<TABLE>


                                           TANGER PROPERTIES LIMITED PARTNERSHIP
                                                  STATEMENTS OF OPERATIONS
                                            (In thousands, except per unit data)
<CAPTION>
                                                                         Three Months Ended            Nine Months Ended
                                                                             September 30,                September 30,
                                                                           1999        1998             1999        1998
-------------------------------------------------------------------------------------------------------------------------
                                                                      (unaudited)                  (unaudited)
REVENUES
<S>                                                                     <C>         <C>              <C>         <C>
  Base rentals                                                          $17,151     $16,771          $51,314     $48,895
  Percentage rentals                                                        888         803            1,774       1,678
  Expense reimbursements                                                  7,107       6,957           20,316      20,442
  Other income                                                            1,759         536            2,803       1,208
-------------------------------------------------------------------------------------------------------------------------
       Total revenues                                                    26,905      25,067           76,207      72,223
-------------------------------------------------------------------------------------------------------------------------
EXPENSES
  Property operating                                                      7,993       7,981           22,221      22,030
  General and administrative                                              1,880       1,627            5,409       4,966
  Interest                                                                5,957       5,840           17,968      16,065
  Depreciation and amortization                                           6,200       5,728           18,525      16,407
-------------------------------------------------------------------------------------------------------------------------
       Total expenses                                                    22,030      21,176           64,123      59,468
-------------------------------------------------------------------------------------------------------------------------
Income before gain on disoposal or sale of real estate
   and extraordinary item                                                 4,875       3,891           12,084      12,755
Gain on disposal or sale of real estate                                   1,313         ---            1,313         994
-------------------------------------------------------------------------------------------------------------------------
Income before extraordinary item                                          6,188       3,891           13,397      13,749
Extraordinary item - Loss on early estinguishment of debt                   ---         ---             (345)       (460)
-------------------------------------------------------------------------------------------------------------------------
Net income                                                                6,188       3,891           13,052      13,289
Less preferred unit distributions                                          (481)       (481)          (1,441)     (1,433)
-------------------------------------------------------------------------------------------------------------------------
Income available to partners                                              5,707       3,410           11,611      11,856
Income allocated to the limited partner                                  (1,591)       (946)          (3,234)     (3,296)
-------------------------------------------------------------------------------------------------------------------------
Income available to the general partner                                  $4,116      $2,464           $8,377      $8,560
=========================================================================================================================

Basic earnings per unit:
  Income before extraordinary item                                         $.52        $.31            $1.10       $1.13
  Extraordinary item                                                        ---         ---             (.03)       (.04)
-------------------------------------------------------------------------------------------------------------------------
  Net income                                                               $.52        $.31            $1.07       $1.09
=========================================================================================================================

Diluted earnings unit:
  Income before extraordinary item                                         $.52        $.31            $1.10       $1.11
  Extraordinary item                                                        ---         ---             (.03)       (.05)
-------------------------------------------------------------------------------------------------------------------------
  Net income                                                               $.52        $.31            $1.07       $1.06
=========================================================================================================================

Dividends paid per unit                                                    $.61        $.60            $1.81       $1.75
=========================================================================================================================

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






                                                             3
<PAGE>

                                           TANGER PROPERTIES LIMITED PARTNERSHIP
                                                       BALANCE SHEETS
                                                       (In thousands)

                                                                                                   September 30,      December 31,
                                                                                                       1999              1998
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                    (unaudited)
ASSETS
  Rental property
    Land                                                                                                $53,632         $53,869
    Buildings, improvements and fixtures                                                                473,207         458,546
    Developments under construction                                                                      16,655          16,832
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                        543,494         529,247
    Accumulated depreciation                                                                            (98,745)        (84,685)
--------------------------------------------------------------------------------------------------------------------------------
    Rental property, net                                                                                444,749         444,562
  Cash and cash equivalents                                                                                 198           6,334
  Deferred charges, net                                                                                   8,733           8,218
  Other assets                                                                                           13,831          12,454
--------------------------------------------------------------------------------------------------------------------------------
       Total assets                                                                                    $467,511        $471,568
================================================================================================================================

LIABILITIES AND PARTNERS' EQUITY
Liabilites
  Long-term debt
    Senior, unsecured notes                                                                            $150,000        $150,000
    Mortgages payable                                                                                    91,098          72,790
    Lines of credit                                                                                      65,493          79,695
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                        306,591         302,485
  Construction trade payables                                                                             6,692           9,224
  Accounts payable and accrued expenses                                                                  13,923          10,496
--------------------------------------------------------------------------------------------------------------------------------
       Total liabilities                                                                                327,206         322,205
--------------------------------------------------------------------------------------------------------------------------------
Commitments
Partners' equity
  General partner                                                                                       121,944         128,746
  Limited partner                                                                                        18,361          20,617
--------------------------------------------------------------------------------------------------------------------------------
       Total partners' equity                                                                           140,305         149,363
--------------------------------------------------------------------------------------------------------------------------------
         Total liabilities and partners' equity                                                        $467,511        $471,568
================================================================================================================================

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





                                                             4
<PAGE>

                                           TANGER PROPERTIES LIMITED PARTNERSHIP
                                                  STATEMENTS OF CASH FLOWS
                                                       (In thousands)
                                                                                                      Nine Months Ended
                                                                                                        September 30,
                                                                                                    1999             1998
--------------------------------------------------------------------------------------------------------------------------
                                                                                                       (Unaudited)
OPERATING ACTIVITIES
  Net income                                                                                     $13,052          $13,289
  Adjustments to reconcile net income to net cash provided by
   operating activities:
     Depreciation and amortization                                                                18,525           16,407
     Amortization of deferred financing costs                                                        758              810
     Loss on early extinguishment of debt                                                            345              460
     Gain on disposal or sale of real estate                                                      (1,313)            (994)
     Gain on sale of outparcels of land                                                             (687)
     Straight-line base rent adjustment                                                             (211)            (573)
     Compensation under Unit Option Plan                                                             ---              177
     Increase (decrease) due to changes in:
       Other assets                                                                                  (95)             931
       Accounts payable and accrued expenses                                                       3,427             (605)
--------------------------------------------------------------------------------------------------------------------------
         Net cash provided by operating activites                                                 33,801           29,902
--------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Acquisition of rental properties                                                                   ---          (44,650)
  Additions to rental properties                                                                 (26,613)         (26,267)
  Additions to deferred lease costs                                                               (1,709)          (1,891)
  Net proceeds from sale of real estate                                                            1,987            2,561
  Advances to officer                                                                             (2,436)             ---
  Insurance proceeds from casualty losses                                                          7,853              ---
--------------------------------------------------------------------------------------------------------------------------
         Net cash used in investing activities                                                   (20,918)         (70,247)
--------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Repurchase of partnership units                                                                   (958)             ---
  Cash distributions paid                                                                        (21,164)         (20,502)
  Proceeds from mortgages payable                                                                 66,500              ---
  Repayments on mortgages payable                                                                (48,192)            (934)
  Proceeds from revolving lines of credit                                                         74,448          112,945
  Repayments on revolving lines of credit                                                        (88,650)         (52,615)
  Additions to deferred financing costs                                                           (1,015)            (264)
  Proceeds from exercise of unit options                                                              12              762
--------------------------------------------------------------------------------------------------------------------------
         Net cash provided by (used in) financing activities                                     (19,019)          39,392
--------------------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                                                         (6,136)            (953)
Cash and cash equivalents, beginning of period                                                     6,334            3,607
--------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                                            $198           $2,654
==========================================================================================================================

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 September 30, 1999
and 1998 amounted to $6,692 and $8,649, respectively.

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

</TABLE>



                                                             5
<PAGE>

                          NOTES TO FINANCIAL STATEMENTS

                               September 30, 1999

                                   (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,  1998.  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.   Rental Properties

     During the first nine  months of 1999,  the  Operating  Partnership  opened
     expansions  in  four  of  its  centers   totaling   139,000   square  feet.
     Additionally,  approximately  154,000  square feet of expansions in four of
     the Operating  Partnership's  centers are currently under  construction and
     are scheduled to begin opening by the end of 1999.

     On September 14, 1999,  the  Operating  Partnership  announced  that it had
     signed  definitive  agreements  to acquire a total of 27 acres of land from
     Bass Pro Outdoor World, L.P., known as "Sportsman's Park",  located on I-95
     near  Fort  Lauderdale,  Florida.  The  Operating  Partnership  expects  to
     complete  the  purchase of the  initial 15 acre  parcel of the  development
     project,  which  includes  an existing  165,000  square foot Bass Pro Shops
     Outdoor World store, by the end of the year.  Bass Pro Outdoor World,  L.P.
     will in turn enter into a long term  lease with the  Operating  Partnership
     for the existing store.

     On May 3, 1999, a tornado  destroyed  the  Operating  Partnership's  outlet
     center in  Stroud,  Oklahoma,  rendering  the center  non-operational.  The
     Operating  Partnership has filed claims with its insurance carrier for both
     replacement  cost  and  business  interruption  losses  applicable  to this
     property and is currently in the process of negotiating a final settlement.
     The Operating  Partnership has received $7.9 million in insurance  proceeds
     for the  replacement of the property as of September 30, 1999. As a result,
     the  Operating  Partnership  removed  the  costs  and  related  accumulated
     depreciation and amortization of the portion of the Stroud assets destroyed
     by the tornado during the third quarter,  recognizing a gain on disposal of
     $1.3  million.  Business  interruption  insurance is being  recognized on a
     straight-line  basis over the  expected  period of  business  interruption.
     Proceeds  totaling  $523,000  have been  recognized as Other Income for the
     second and third quarters.

     Commitments  to complete  construction  of the  expansions  to the existing
     centers   and  other   capital   expenditure   requirements   amounted   to
     approximately   $5.4  million  at  September  30,  1999.   Commitments  for
     construction  represent only those costs contractually  required to be paid
     by the Operating Partnership.

     Interest costs capitalized during the three months ended September 30, 1999
     and 1998  amounted to $293,000 and $113,000,  respectively,  and during the
     nine months  ended  September  30, 1999 and 1998  amounted to $903,000  and
     $512,000, respectively.

                                        6
<PAGE>

3.   Other Assets

     Other assets include notes receivable totaling $2.4 million from Stanley K.
     Tanger,  Chairman of the Board and Chief Executive Officer of the Operating
     Partnership's  general  partner.  Mr. Tanger and the Operating  Partnership
     have  entered  into demand note  agreements  whereby he may borrow up to $3
     million  through  various  advances from the Operating  Partnership  for an
     investment in a separate  E-commerce  outlet retail business  venture.  The
     notes  bear  interest  at a rate of 8% per  annum  and are  secured  by Mr.
     Tanger's  limited  partnership   interest  in  Tanger  Investments  Limited
     Partnership. Mr. Tanger intends to fully repay the loan.

     For the three and nine  months  ended  September  30,  1999,  Other  Income
     includes $687,000 in gains on sales of outparcels of land.

4.   Long-Term Debt

     On March 18,  1999,  the  Operating  Partnership  obtained a $66.5  million
     non-recourse loan due April 1, 2009 with John Hancock Mutual Life Insurance
     at a fixed interest rate of 7.875%.  The new loan  refinanced a prior loan,
     also with John Hancock, which had a balance of approximately $47.3 million,
     an interest rate of 8.92% and a scheduled  maturity of January 1, 2002. The
     additional  proceeds  were used to  reduce  amounts  outstanding  under the
     revolving  lines  of  credit.  The  unamortized  deferred  financing  costs
     associated  with the prior loan were expensed  during the first quarter and
     are reflected as an extraordinary  item, net of minority  interest,  in the
     accompanying statements of operations.

     The Operating  Partnership  has revolving  unsecured lines of credit with a
     borrowing  capacity of $100  million,  of which $34.5 million was available
     for  additional  borrowings  at September  30, 1999.  During the first nine
     months of 1999, the Operating Partnership extended the maturities of all of
     its  lines of credit by one  year.  The lines of credit  now have  maturity
     dates in the years 2001 and 2002.

     In June 1999, the Operating  Partnership  terminated its interest rate swap
     agreement  with a notional  amount of $20  million  and,  based on its fair
     value at that time,  received cash proceeds of $146,000.  The agreement was
     scheduled to expire in October  2001.  The proceeds  have been  recorded as
     deferred income and are being amortized as a reduction to interest  expense
     over the remaining life of the original contract term.

     At September 30, 1999 and December 31, 1998, the ownership interests of the
     Operating Partnership consisted of the following:
<TABLE>
<CAPTION>
                                                                                             September 30,     Decemer 31,
                                                                                                  1999             1998
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>              <C>
Preferred units, held by the general partner                                                       88,220           88,270
===========================================================================================================================
Partnership units:
  General partner                                                                               7,850,256        7,897,606
  Limited partner                                                                               3,033,305        3,033,305
---------------------------------------------------------------------------------------------------------------------------
    Total                                                                                      10,883,561       10,930,911
===========================================================================================================================
</TABLE>

5.   Partners' Equity

     In 1998,  the Board of  Directors  of the general  partner  authorized  the
     repurchase of up to $6 million of its outstanding  common shares.  Proceeds
     required to  repurchase  these  common  shares are funded by the  Operating
     Partnership in exchange for an equivalent  number of  partnership  units in
     the  Operating  Partnership  held by the general  partner.  During the nine
     months  ended  September  30, 1999,  the general  partner  repurchased  and
     retired an  additional  48,300  shares at an average price $19.83 per share
     for approximately  $958,000,  leaving a balance of $4.8 million  authorized
     for future repurchases.




                                        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              Nine Months Ended
                                                                            September 30,                 September 30,
                                                                         1999         1998             1999          1998
--------------------------------------------------------------------------------------------------------------------------
Numerator:
<S>                                                                    <C>          <C>             <C>           <C>
  Income before extraordinary item                                     $6,188       $3,891          $13,397       $13,749
  Less preferred unit distributions                                      (481)        (481)          (1,441)       (1,433)
--------------------------------------------------------------------------------------------------------------------------
  Income available to the general and limited partners-
    numerator for basic and diluted earnings per unit                   5,707        3,410           11,956        12,316
--------------------------------------------------------------------------------------------------------------------------
Denominator:
  Basic weighted average partnership units                             10,883       10,934           10,895        10,914
  Effect of outstanding unit options                                       68          116               21           160
--------------------------------------------------------------------------------------------------------------------------
  Diluted weighted average partnership units                           10,951       11,050           10,916        11,074
--------------------------------------------------------------------------------------------------------------------------
Basic earnings per unit before extraordinary item                        $.52         $.31            $1.10         $1.13
==========================================================================================================================
Diluted earnings per unit before extaordinary item                       $.52         $.31            $1.10         $1.11
==========================================================================================================================
</TABLE>

    Options to  purchase  units  which were  excluded  from the  computation  of
    diluted  earnings per unit  because the exercise  price was greater than the
    average market price of the units,  which is assumed to be equivalent to the
    price of the common  shares of the  general  partner,  totaled  341,000  and
    248,000  for  the  three   months  ended   September   30,  1999  and  1998,
    respectively,  and 652,000 and 246,000 for the nine months  ended  September
    30, 1999 and 1998,  respectively.  The assumed conversion of preferred units
    to general partnership units as of the beginning of the year would have been
    anti-dilutive.

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 and nine months ended September
30,  1999 with the three and nine  months  ended  September  30,  1998.  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.  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,


                                        8
<PAGE>

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 tenants'  business may change if the economy  changes,  which
     might  effect (1) the amount of rent they pay us, (2) their  ability to pay
     rent to us, (3) their demand for new space,  or (4) 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);

-    capital  availability  (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 September 30, 1999, the Operating  Partnership  owned 30 centers in 22 states
totaling  4,946,000  square  feet of GLA  compared  to 31  centers  in 23 states
totaling 4,954,000 square feet of GLA at September 30, 1998. GLA has decreased a
net amount of 8,000  square  feet since  September  30,  1998,  comprised  of an
increase  of 190,000  square  feet due to  expansions  in four of the  Operating
Partnership's  centers and a decrease of 198,000  square feet due to the tornado
destruction of the center in Stroud, Oklahoma.

During  the  first  nine  months  of  1999,  the  Operating  Partnership  opened
expansions in four of its centers  totaling  139,000 square feet.  Additionally,
approximately  154,000  square  feet of  expansions  in  four  of the  Operating
Partnership's  centers are  currently  under  construction  and are scheduled to
begin opening by the end of 1999.

On May 3, 1999, a tornado destroyed the Operating Partnership's outlet center in
Stroud,   Oklahoma,   rendering  the  center   non-operational.   The  Operating
Partnership  has filed claims with its  insurance  carrier for both  replacement
cost  and  business  interruption  losses  applicable  to this  property  and is
currently in the process of negotiating a settlement.  The Operating Partnership
has  received  $7.9 million in insurance  proceeds  for the  replacement  of the
property as of  September  30,  1999.  As a result,  the  Operating  Partnership
removed the costs and related  accumulated  depreciation and amortization of the
portion of the Stroud assets  destroyed by the tornado during the third quarter,
recognizing a gain on disposal of $1.3 million.  Business interruption insurance
is being  recognized  on a  straight-line  basis  over the  expected  period  of
business interruption.  Proceeds totaling $523,000 have been recognized as Other
Income for the second and third quarters.

A summary of the operating results for the three and nine months ended September
30, 1999 and 1998 is  presented  in the  following  table,  expressed in amounts
calculated on a weighted average GLA basis.

                                        9
<PAGE>

<TABLE>

<CAPTION>
                                                                          Three Months Ended                   Nine Months Ended
                                                                              September 30,                      September 30,
                                                                           1999          1998                1999            1998
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>           <C>                 <C>             <C>
GLA open at end of period (000's)                                         4,946         4,954               4,946           4,954
Weighted average GLA (000's) (1)                                          4,939         4,869               4,976           4,700
Outlet centers in operation                                                  30            31                  30              31
New centers acquired                                                        ---             1                 ---               2
Centers disposed of or sold                                                   1           ---                   1               1
Centers expanded                                                              2             1                   4               1
States operated in at end of period                                          22            23                  22              23
Occupancy percentage at end of period                                        95            95                  95              95

Per square foot
Revenues
  Base rentals                                                            $3.47         $3.44              $10.31          $10.40
  Percentage rentals                                                        .18           .16                 .36             .36
  Expense reimbursements                                                   1.44          1.43                4.08            4.35
  Other income                                                              .36           .11                 .56             .26
----------------------------------------------------------------------------------------------------------------------------------
    Total revenues                                                         5.45          5.14               15.31           15.37
----------------------------------------------------------------------------------------------------------------------------------
Expenses
  Property operating                                                       1.62          1.64                4.47            4.69
  General and administrative                                                .38           .33                1.09            1.06
  Interest                                                                 1.21          1.20                3.61            3.42
  Depreciation and amortization                                            1.26          1.18                3.72            3.49
----------------------------------------------------------------------------------------------------------------------------------
    Total expenses                                                         4.47          4.35               12.89           12.66
----------------------------------------------------------------------------------------------------------------------------------
Income before gain on disposal or sale of real estate
  and extraordinary item                                                   $.98          $.79               $2.42           $2.71
==================================================================================================================================

(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  September  30, 1999 to the three months
ended September 30, 1998

Base rentals increased $380,000,  or 2%, in the 1999 period when compared to the
same period in 1998. The increase is primarily due to the effect of a full three
months of rent in 1999 from a center  acquired  on July 31,  1998 and due to the
expansions as mentioned in the Overview  above,  offset by the loss of rent from
the destruction of the outlet center in Stroud,  Oklahoma by a tornado on May 3,
1999.  Base rent per weighted  average GLA increased  $.03 per foot in the three
months ended  September  30, 1999 compared to the same period in 1998 due to the
loss of the Stroud  center  which had a lower  average base rent per square foot
compared to the portfolio average.

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined  levels (the "breakpoint"),  increased $85,000,
and on a weighted average GLA basis,  increased $.02 per square foot in the 1999
period  compared to the same period in 1998. The increase  reflects higher sales
for certain  tenants who normally  achieve sales over their  breakpoints  in the
third quarter.

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 87% in the 1998 three month period to 89% in the 1999 three month
period  primarily as a result of lower  property  operating  expenses per square
foot in the 1999 period compared to the 1998 period.

                                       10
<PAGE>

Other  income has  increased  $1.2 million in the 1999 period as compared to the
1998 period.  The  increase is primarily  due to gains on sale of out parcels of
land  totaling  $687,000  during the 1999 three  month  period as well as to the
recognition of $523,000 of business interruption  insurance proceeds relating to
the Stroud, Oklahoma center.

Property  operating expenses decreased by $12,000 in the 1999 period as compared
to the 1998 period reflecting increases due to expansions of existing properties
offset by the loss of the Stroud,  Oklahoma  center.  On a weighted  average GLA
basis,  property operating expenses decreased $.02 per square foot from $1.64 to
$1.62.  Higher  real estate  taxes per square  foot were offset by  considerable
decreases in advertising and promotion and common area maintenance  expenses per
square foot.

General and  administrative  expenses  increased  $253,000,  or 16%, in the 1999
quarter as compared to the 1998 quarter.  As a percentage  of revenues,  general
and  administrative  expenses  increased  to 7% of revenues in the 1999  quarter
compared to 6.5% in the 1998 quarter.  On a weighted average GLA basis,  general
and administrative  expenses increased $.05 per square foot from $.33 in 1998 to
$.38 in 1999. The increase in general and  administrative  expenses is primarily
due to rental and related  expenses for the new corporate  office space to which
the Operating Partnership relocated its corporate headquarters in April 1999.

Interest  expense  increased  $117,000 during the 1999 period as compared to the
1998 period due to financing the July 1998  acquisition and the 1999 expansions.
However,  interest  expense  was  favorably  impacted  by the  reduction  in the
Operating  Partnership's  lines of credit with the insurance  proceeds  received
from the loss of the Stroud center.  Depreciation  and amortization per weighted
average GLA increased from $1.18 per square foot in the 1998 period to $1.26 per
square  foot  in the  1999  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 gain on disposal of real estate during the three months ended  September 30,
1999 represents the amount of insurance  proceeds received to date from the loss
of the Stroud,  Oklahoma  center in excess of the carrying amount of the related
assets which were destroyed by a tornado on May 3, 1999.

Comparison of the nine months ended  September 30, 1999 to the nine months ended
September 30, 1998

Base rentals increased $2.4 million,  or 5%, in the 1999 period when compared to
the same period in 1998.  The increase is primarily  due to the effect of a full
nine months of rent in 1999 from centers acquired on March 31, 1998 and July 31,
1998 as well as the expansions  mentioned in the Overview  above,  offset by the
loss of rent from the destruction of the outlet center in Stroud,  Oklahoma by a
tornado on May 3, 1999.  Base rent per weighted  average GLA decreased  $.09 per
foot due to the portfolio of properties having a lower overall average occupancy
rate in the first nine months of 1999 compared to the same period in 1998.  Base
rent per square foot,  however,  was favorably impacted in the first nine months
of 1999 due to the loss of Stroud which had a lower average base rent per square
foot than the portfolio average.

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales  volume  above  predetermined  levels  (the  "breakpoint"),  increased  by
$96,000, and on a weighted average GLA basis,  remained flat with the prior year
at $.36 per square foot. For the nine months ended September 30, 1999,  reported
same-store sales, defined as the weighted average sales per square foot reported
by tenants  for stores open since  January 1, 1998,  were down less than 1% with
that of the  previous  year,  while same space  sales for the  rolling 12 months
ended September 30, 1999 have actually  increased 6% to $263 per square foot due
to the Operating  Partnership's  efforts 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


                                       11
<PAGE>

reimbursements,  expressed  as a  percentage  of  property  operating  expenses,
decreased  from 93% in the 1998 nine month  period to 91% in the 1999 nine month
period  primarily  as a result  of a lower  average  occupancy  rate in the 1999
period compared to the 1998 period.

Other  income has  increased  $1.6 million in the 1999 period as compared to the
1998 period.  The  increase is primarily  due to gains on sale of out parcels of
land  totaling  $687,000  during  the 1999 nine  month  period as well as to the
recognition of $523,000 of business interruption  insurance proceeds relating to
the Stroud, Oklahoma center.

Property operating expenses increased by $191,000,  or 1%, in the 1999 period as
compared  to the 1998.  However,  on a  weighted  average  GLA  basis,  property
operating  expenses  decreased $.22 per square foot from $4.69 to $4.47.  Higher
real  estate  taxes per square  foot were offset by  considerable  decreases  in
advertising and promotion and common area maintenance expenses per square foot.

General and administrative  expenses increased $443,000, or 9%, in the 1999 nine
month  period as compared  to the 1998  period.  As a  percentage  of  revenues,
general and  administrative  expenses were  approximately 7% of revenues in both
the 1999 and 1998  periods  and,  on a weighted  average  GLA  basis,  increased
$.03per square foot from $1.06 in 1998 to $1.09 in 1999. The increase in general
and  administrative  expenses  per square foot  reflects  the rental and related
expenses for the new corporate  office space to which the Operating  Partnership
relocated its corporate headquarters in April 1999.

Interest  expense  increased  $1.9 million during the 1999 period as compared to
the 1998 period due to  financing  the 1998  acquisitions  and the 1998 and 1999
expansions.  However,  interest expense was favorably  impacted by the insurance
proceeds  received  from  the  loss of the  Stroud  center  which  were  used to
immediately reduce outstanding  amounts under the Operating  Partnership's lines
of credit. Depreciation and amortization per weighted average GLA increased from
$3.49 per square  foot in the 1998  period to $3.72 per square  foot in the 1999
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 gain on disposal of real estate  during the nine months ended  September 30,
1999 represents the amount of insurance  proceeds received to date from the loss
of the Stroud,  Oklahoma  center in excess of the carrying amount of the related
assets  which were  destroyed  by a tornado on May 3, 1999.  The gain on sale of
real estate for the nine months ended September 30, 1998 is due primarily to the
sale of an 8,000 square foot, single tenant property in Manchester, VT.

The  extraordinary  losses  recognized  in each nine month period  represent the
write-off  of  unamortized  deferred  financing  costs  related to debt that was
extinguished during each period prior to its scheduled maturity.

LIQUIDITY AND CAPITAL RESOURCES

Net cash  provided by operating  activities  was $33.8 million and $29.9 million
for the nine  months  ended  September  30,  1999 and  1998,  respectively.  The
increase  in cash  provided  by  operating  activities  is due to  increases  in
operating income from the 1998  acquisitions and 1999 expansions and in accounts
payable  during 1999 when compared to the same period in 1998.  Net cash used in
investing  activities  was $20.9 million and $70.2 million during the first nine
months of 1999 and 1998,  respectively.  Cash used was higher in 1998  primarily
due to the acquisitions of factory outlet centers in Dalton,  Georgia and in Ft.
Myers,  Florida in 1998. Cash used in investing activities also decreased due to
the $7.9 million in  insurance  proceeds  from the loss of the Stroud,  Oklahoma
center.  Likewise,  net cash provided by (used in) financing activities amounted
to $(19.0)  million and $39.4  million  during the first nine months of 1999 and
1998,  respectively,  decreasing  consistently  with  the  capital  needs of the
current acquisition and expansion activity.  Also attributing to the decrease in
cash from financing  activities in the first nine months of 1999 compared to the
same  period in 1998 was an  increase  in  distributions  paid of  $662,000  and
amounts funded to the general  partner for the repurchase and retirement of some
of its common shares totaling $958,000 in 1999.

                                       12
<PAGE>

During the first nine months of 1999, the Company  opened  expansions in four of
its centers totaling 139,000 square feet.  Additionally,  approximately  154,000
square feet of expansions in four of the Company's  centers are currently  under
construction and are scheduled to begin opening by the end of 1999.  Commitments
to complete  construction  of the  expansions to the existing  centers and other
capital  expenditure  requirements  amounted to  approximately  $5.4  million at
September 30, 1999.  Commitments  for  construction  represent  only those costs
contractually required to be paid by the Company.

On  September  14, 1999,  the Company  announced  that it had signed  definitive
agreements  to acquire a total of 27 acres of land from Bass Pro Outdoor  World,
L.P.,  known as  "Sportsman's  Park",  located  on I-95  near  Fort  Lauderdale,
Florida.  The Company  expects to complete  the  purchase of the initial 15 acre
parcel of the development project which includes an existing 165,000 square foot
Bass Pro Shops  Outdoor  World store,  by the end of the year.  Bass Pro Outdoor
World,  L.P.  will in turn enter into a long term lease with the Company for the
existing store. The Company is in the preleasing stages to develop the remaining
12 acre parcel of land with outlet  tenants which would bring the total shopping
center to approximately 300,000 square feet upon completion.

The Company also is in the process of developing plans for additional expansions
and new centers for completion in 2000 and beyond.  Currently, the Company is in
the  preleasing  stages  for a future  center in Bourne,  Massachusetts  and for
further  expansions of existing Centers.  However,  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  Company
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 $2.4 million from Stanley K. Tanger,
the Chairman of the Board and Chief  Executive  Officer of the general  partner.
During the first nine months, Mr. Tanger and the Operating  Partnership  entered
into  demand  note  agreements  whereby he may  borrow up to $3 million  through
various advances from the Operating  Partnership for an investment in a separate
E-commerce outlet retail business venture.  The notes bear interest at a rate of
8% per annum and are secured 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 $34.5 million was available
for  additional  borrowings  at September  30, 1999.  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 to
repay  the  credit  lines  with  longer-term  debt  or  equity  when  management
determines that market conditions are favorable. Under joint shelf registration,
the Operating  Partnership  together with its general  partner could issue up to
$100 million in additional equity securities and $100 million in additional debt
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 fund its continued  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.  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 1999.

On March 18, 1999,  the Operating  Partnership  refinanced its 8.92% notes which
had a carrying  amount of $47.3 million.  The  refinancing  reduced the interest
rate to 7.875%,  increased  the loan amount to $66.5  million and  extended  the
maturity date to April 2009. The additional proceeds were used to reduce amounts
outstanding   under  the  revolving  lines  of  credit.  As  a  result  of  this
refinancing,  management  expects  to  realize a  savings  in  interest  cost of
approximately  $300,000 over the next twelve months. In addition,  the Operating


                                       13
<PAGE>

Partnership  has extended the maturities of all of its revolving lines of credit
by one year.  The lines of credit now have maturity  dates in the years 2001 and
2002.

At September  30, 1999,  approximately  70% of the  outstanding  long-term  debt
represented   unsecured  borrowings  and  approximately  79%  of  the  Operating
Partnership's  real estate  portfolio  was  unencumbered.  The weighted  average
interest rate on debt outstanding on September 30, 1999 was 8.0%.

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 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 October 7, 1999,  the Board of  Directors of the general  partner  declared a
$.605 cash  distribution  per  partnership  unit payable on November 15, 1999 to
each  unitholder  of record on October 29. The Board of Directors of the general
partner also declared a cash  distribution  of $.5451 per preferred  partnership
unit  payable on November  15, 1999 to each  preferred  unitholder  of record on
October 29, 1999.

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  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. In June 1999, the Operating Partnership terminated its only
interest  rate swap  agreement  effective  through  October 2001 with a notional
amount of $20 million. Under this agreement,  the Operating Partnership received
a  floating  interest  rate  based on the 30 day  LIBOR  index  and paid a fixed
interest  rate of  5.47%.  Upon  termination  of the  agreement,  the  Operating
Partnership received $146,000 in cash proceeds.  The proceeds have been recorded
as deferred  income and are being  amortized as a reduction to interest  expense
over the remaining life of the original contract term.

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 September 30, 1999
was $301.5 million.  A 1% increase from  prevailing  interest rates at September
30,  1999 would  result in a decrease in fair value of total  long-term  debt by
approximately  $5.2  million.  Fair values were  determined  from quoted  market
prices, where available, using current interest rates considering credit ratings
and the remaining terms to maturity.

New Accounting Pronouncements

On June 15, 1998, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards No. 133, Accounting for Derivative  Instruments
and  Hedging  Activities  ("SFAS  133").  SFAS 133,  as amended by SFAS 137,  is
effective  for the first  quarter of fiscal  2001.  SFAS 133  requires  that all
derivative  instruments  be recorded  on the balance  sheet at their fair value.
Changes in the fair value of  derivatives  are  recorded  each period in current
earnings or other  comprehensive  income,  depending on whether a derivative  is
designated  as part of a hedge  transaction  and,  if it is,  the  type of hedge
transaction.  Management of the Operating  Partnership  anticipates that, due to


                                       14
<PAGE>

its limited use of  derivative  instruments,  the  adoption of SFAS 133 will not
have a significant effect on the Operating  Partnership's  results of operations
or its financial position.

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 real estate, 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.

Below is a calculation  of funds from  operations  for the three and nine months
ended September 30, 1999 and 1998 as well as actual cash flow and other data for
those respective periods (in thousands):
<TABLE>

<CAPTION>
                                                                          Three Months Ended              Nine Months Ended
                                                                               September 30,                   September 30,
                                                                            1999         1998              1999         1998
-----------------------------------------------------------------------------------------------------------------------------
Funds from Operations:
<S>                                                                       <C>          <C>              <C>          <C>
  Net income                                                              $6,188       $3,891           $13,052      $13,289
  Adjusted for:
    Extraordinary item - loss on early extinguishment of debt                ---          ---               345          460
    Depreciation and amortization uniquely significant to real estate      6,149        5,661            18,363       16,250
    Gain on disposal or sale of real estate                               (1,313)         ---            (1,313)        (994)
-----------------------------------------------------------------------------------------------------------------------------
Funds from operations (1)                                                $11,024       $9,552           $30,447      $29,005
=============================================================================================================================
Weighted average units outstanding (2)                                    11,746       11,852            11,711       11,882
=============================================================================================================================
Cash flows provided by (used in):
  Operating activities                                                                                  $33,801      $29,902
  Investing activities                                                                                  (20,918)     (70,247)
  Financing activities                                                                                  (19,019)      39,392
__________________
(1) For the three and nine months ended September 30, 1999, includes $687 in gains on sales of outparcels of land.
(2)  Assumes the preferred partnership units and unit options are converted to general partnership units
</TABLE>


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


                                       15
<PAGE>

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 Nike, GAP and Nautica.  To accomplish  this
strategy,  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.

As of September 30, 1999, the Operating  Partnership  has renewed  approximately
588,000  square  feet,  or 79% of the square feet  scheduled  to expire in 1999.
Approximately  633,000  square  feet will come up for  renewal  in 2000.  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. However, existing tenants'
sales have  remained  stable and  renewals by  existing  tenants  have  remained
strong. 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 8% 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 year 2000 ("Y2K") issue refers generally to computer applications using only
the last two digits to refer to a year rather than all four digits. As a result,
these applications could fail or create erroneous results if they recognize "00"
as the year 1900 rather than the year 2000. The Operating  Partnership has taken
Y2K initiatives in three general areas which represent the areas that could have
an  impact  on the  Operating  Partnership  -  information  technology  systems,
non-information  technology  systems and third-party  issues. The following is a
summary of these initiatives:

INFORMATION  TECHNOLOGY  SYSTEMS.  The  Operating  Partnership  has  focused its
efforts on the high-risk  areas of the computer  hardware and operating  systems
and software  applications at the corporate office. The Operating  Partnership's
assessment and testing of existing  equipment and software revealed that certain
older desktop personal computers, the network operating system and the DOS-based
accounting system were not Y2K compliant The Operating  Partnership has replaced
all critical non-compliant equipment and also has installed current upgrades for
the DOS-based  accounting  software and the network  operating systems which has
made these systems compliant with Y2K.

NON-INFORMATION  TECHNOLOGY SYSTEMS.  Non-information technology consists mainly
of facilities management systems such as telephone, utility and security systems
for the corporate office and the outlet centers.  The Operating  Partnership has
reviewed  the  corporate  facility  management  systems and made  inquiry of the
building  owner/manager and concluded that the corporate office building systems
including telephone, utilities, fire and security systems are Y2K compliant. The
Operating  Partnership has also identified date sensitive  systems and equipment
including  HVAC units,  telephones,  security  systems and alarms,  fire warning
systems and general office systems at each of its outlet centers.  The Operating
Partnership has replaced, or will have replaced by the end of 1999, all critical
non-compliant systems. Based on our current assessment,  the cost of replacement
is not expected to be significant.

THIRD PARTIES.  The Operating  Partnership  has third-party  relationships  with
approximately  260 tenants and over 8,000  suppliers  and  contractors.  Many of
these  third  party  tenants  are  publicly-traded  corporations  and subject to
disclosure requirements. The Operating Partnership has begun assessment of major
third  parties' Y2K  readiness  including  tenants,  key suppliers of outsourced
services  including  stock  transfer,  debt  servicing,  banking  collection and
disbursement,  payroll and benefits,  while  simultaneously  responding to their


                                       16
<PAGE>

inquiries regarding the Operating Partnership's  readiness.  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  is  diligently  working to  substantially  complete its third party
assessment.  The Operating  Partnership has received  responses to approximately
73% of the  surveys  sent to  tenants,  banks and key  suppliers  and intends to
contact the remaining companies for a response.  Of the companies who responded,
99% have  indicated  they are  presently,  or will be by December 31, 1999,  Y2K
compliant.  The Operating Partnership also intends to monitor Y2K disclosures in
SEC filings of publicly-owned  third parties commencing with the current quarter
filings.

COSTS.  The  accounting  software and network  operating  system  upgrades  were
executed  under  existing  maintenance  and  support  agreements  with  software
vendors,  and thus the Operating  Partnership did not incur incremental costs to
bring those  systems in  compliance.  Approximately  $220,000  has been spent to
upgrade or replace equipment or systems specifically to bring them in compliance
with Y2K. The total cost of Y2K compliance activities,  expected to be less than
$400,000,  has not been,  and is not  expected to be  material to the  operating
results or financial position of the Operating Partnership.

The  identification  and  remediation  of systems at the outlet centers is being
accomplished by in-house  business  systems  personnel and outlet center general
managers whose costs are recorded as normal operating  expenses.  The assessment
of third-party  readiness is also being  conducted by in-house  personnel  whose
costs are recorded as normal operating  expenses.  The Operating  Partnership is
not yet in a position to estimate the cost of third-party compliance issues, but
has no reason to believe,  based upon its  evaluations to date,  that such costs
will exceed $100,000.

RISKS.  The  principal  risks  to  the  Operating  Partnership  relating  to the
completion of its  accounting  software  conversion is failure to correctly bill
tenants by December 31, 1999 and to pay invoices when due.  Management  believes
it has adequate  resources,  or could obtain the needed  resources,  to manually
bill tenants and pay bills until the systems became operational.

The principal  risks to the Operating  Partnership  relating to  non-information
systems at the outlet centers are failure to identify time-sensitive systems and
inability  to find a suitable  replacement  system.  The  Operating  Partnership
believes  that adequate  replacement  components or new systems are available at
reasonable  prices  and are in  good  supply.  The  Operating  Partnership  also
believes that adequate time and resources are available to remediate these areas
as needed.

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.  Based on Y2K compliance work done to
date, the Operating Partnership has no reason to believe that key tenants, banks
and suppliers  will not be Y2K compliant in all material  respects or can not be
replaced within an acceptable time frame. The Operating Partnership will attempt
to obtain  compliance  certification  from  suppliers of key services as soon as
such certifications are available.

CONTINGENCY  PLANS.  Contingency  plans  generally  involve the  development and
testing of manual procedures or the use of alternate systems. Viable contingency
plans are  difficult  to develop for  potential  third party Y2K  failures.  The
Operating  Partnership  continues to explore and research  alternate  systems or
uses which may be necessary in the event that a critical  third party is not Y2K
compliant  by  December  31,  1999  and will  update  its  contingency  plans as
additional information becomes available.

The Operating  Partnership  description of its Y2K  compliance  issues are based
upon information obtained by management through evaluations of internal business
systems and from tenant and vendor compliance efforts. No assurance can be given
that the  Operating  Partnership  will be able to address the Y2K issues for all
its  systems  in a  timely  manner  or  that it will  not  encounter  unexpected
difficulties or significant  expenses relating to adequately  addressing the Y2K
issue.  If the Operating  Partnership  or the major tenants or vendors with whom

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the Operating  Partnership does business fail to address their major Y2K issues,
the Operating  Partnership's  operating  results or financial  position could be
materially adversely affected. The most likely worst case scenario would be that
certain tenants would not be able to pay their rent and that certain  accounting
functions would have to be processed manually.

                           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

              10.1 Promissory  Notes by and between  Tanger  Properties  Limited
                   Partnership   and  John   Hancock   Mutual   Life   Insurance
                   aggregating  $66,500,000  incorporated herein by reference to
                   the  exhibits  to  Tanger  Factory  Outlet  Centers,   Inc.'s
                   Quarterly  Report of Form 10-Q for the period ended March 31,
                   1999.

      (b)     Reports on Form 8-K

              None

                                   SIGNATURES

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

                     TANGER PROPERTIES LIMITED PARTNERSHIP

                     By: Tanger Factory Outlet Centers, Inc, its general partner

                     By: /s/  FRANK C. MARCHISELLO, JR.
                         ------------------------------
                         Frank C. Marchisello, Jr.
                         Senior Vice President, Chief Financial Officer

DATE: November 11, 1999

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