**FORM
      10-Q**





**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**








[
      X ]
      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF


THE
      SECURITIES EXCHANGE ACT OF 1934





**For
      the quarterly period ended September 30, 2005**





OR


[
      ]
      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) of


THE
      SECURITIES EXCHANGE ACT OF 1934





For
      the
      transition period from  to





**Commission
      File No.**


**333-128160**


**33-99736-01**


**333-3526-01**


**333-39365-01**


**333-61394-01**





**TANGER
      PROPERTIES LIMITED PARTNERSHIP**


(Exact
      name of Registrant as specified in its Charter)





**NORTH
      CAROLINA**        **56-1822494**


(State
      or
      other jurisdiction       (I.R.S.
      Employer


of
      incorporation or organization)      Identification No.)





**3200
      Northline Avenue, Suite 360, Greensboro, North Carolina
      27408**


(Address
      of principal executive offices)


(Zip
      code)





**(336)
      292-3010**


(Registrant's
      telephone number, including area code)










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





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







1


**TANGER
      PROPERTIES LIMITED PARTNERSHIP**




**Index**




**Part
      I. Financial Information**


Page
        Number
 Item
        1.
        Financial Statements (Unaudited)
 
 Consolidated
        Statements of Operations
 For
        the
        three and nine months ended September 30, 2005 and
        2004                                        
                   3
 
 Consolidated
        Balance Sheets
 As
        of
        September 30, 2005 and December 31, 2004  4
 
 Consolidated
        Statements of Cash Flows
 For
        the
        nine months ended September 30, 2005 and 2004  5
 
 Notes
        to
        Consolidated Financial
        Statements 6
 
 Item
        2.
        Management's Discussion and Analysis of Financial
 Condition
        and Results of Operations  17
 
 Item
        3.
        Quantitative and Qualitative Disclosures about Market
        Risk  32
 
 Item
        4.
        Controls and Procedures  33
  **Part
        II. Other Information**
 
 Item
        1.
        Legal
        proceedings                                                                                                                                                                    
          33
  Item
        6.
        Exhibits and Reports on Form
        8-K                                                                                                                                         
          33
 
 Signatures 34





2











**TANGER
      PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**(in
      thousands, except per unit data)**


**Three
                months ended**
            
            **Nine months ended****September 30,**
            
            **September 30,****2005**
            
            **2004**
            
            **2005**
            
            **2004**(unaudited)
            
            (unaudited)
            
            (unaudited)
            
            (unaudited)**Revenues:**Base
                rentals
            
            $
            33,981
            
            $
            32,879
            
            $
            99,370
            
            $
            96,380Percentage
                rentals
            
            
            1,815
            
            
            1,289
            
            
            3,968
            
            
            2,958Expense
                reimbursements
            
            
            14,248
            
            
            13,060
            
            
            41,165
            
            
            37,956Other
                income
            
            
            1,595
            
            
            1,816
            
            
            3,747
            
            
            5,054Total
                revenues
            
            
            51,639
            
            
            49,044
            
            
            148,250
            
            
            142,348Expenses:Property
                operating
            
            
            16,060
            
            
            14,953
            
            
            46,911
            
            
            43,095General
                and administrative
            
            
            3,578
            
            
            3,346
            
            
            10,333
            
            
            9,757Depreciation
                and amortization
            
            
            12,108
            
            
            14,042
            
            
            36,458
            
            
            39,154Total
                expenses
            
            
            31,746
            
            
            32,341
            
            
            93,702
            
            
            92,006Operating
                income
            
            
            19,893
            
            
            16,703
            
            
            54,548
            
            
            50,342Interest
                expense
            
            
            7,932
            
            
            8,919
            
            
            24,327
            
            
            26,684Income
                before equity in earnings of unconsolidated joint ventures, minority
                interest, discontinued operations and loss on sale of real
                estate
            
            
            11,961
            
            
            7,784
            
            
            30,221
            
            
            23,658Equity
                in earnings of unconsolidated joint ventures
            
            
            255
            
            
            359
            
            
            714
            
            
            799Minority
                interest in consolidated joint venture
            
            
            (6,860
            )
            
            (7,198
            )
            
            (20,211
            )
            
            (20,410
            )Income
                from continuing operations
            
            
            5,356
            
            
            945
            
            
            10,724
            
            
            4,047Discontinued
                operations
            
            
            ---
            
            
            (3,409
            )
            
            ---
            
            
            (683
            )Income
                before loss on sale of real estate
            
            
            5,356
            
            
            (2,464
            )
            
            10,724
            
            
            3,364Loss
                on sale of real estate
            
            
            ---
            
            
            ---
            
            
            (4,690
            )
            
            ---Net
                income (loss)
            
            
            5,356
            
            
            (2,464
            )
            
            6,034
            
            
            3,364Income
                (loss) allocated to limited partners
            
            
            5,309
            
            
            (2,442
            )
            
            5,981
            
            
            3,333Income
                (loss) allocated to general partner
            
            $
            47
            
            $
            (22
            )
            $
            53
            
            $
            31Basic
                earnings per common unit:Income
                from continuing operations
            
            $
            .31
            
            $
            .06
            
            $
            .36
            
            $
            .25Net
                income (loss)
            
            $
            .31
            
            $
            (.15
            )
            $
            .36
            
            $
            .20Diluted
                earnings per common unit:Income
                from continuing operations
            
            $
            .31
            
            $
            .06
            
            $
            .36
            
            $
            .24Net
                income (loss)
            
            $
            .31
            
            $
            (.15
            )
            $
            .36
            
            $
            .20Distributions
                paid per common unit
            
            $
            .6450
            
            $
            .6250
            
            $
            1.9150
            
            $
            1.8650





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





3





**TANGER
      PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES**


**CONSOLIDATED
      BALANCE SHEETS**


**(in
      thousands)**


**September 30,**
            
            **December 31,****2005**
            
            **2004****(Unaudited)**
            
            **(Unaudited)****ASSETS:**Rental
                propertyLand
            
            $
            113,284
            
            
            $
            113,830Buildings,
                improvements and fixtures
            
            
            960,105
            
            
            
            963,563Construction
                in progress
            
            
            8,797
            
            
            
            ---1,082,186
            
            
            
            1,077,393Accumulated
                depreciation
            
            
            (247,179
            )
            
            
            (224,622
            )Rental
                property, net
            
            
            835,007
            
            
            
            852,771Cash
                and cash equivalents
            
            
            6,194
            
            
            
            4,089Short-term
                investments
            
            
            20,000
            
            
            
            ---Deferred
                charges, net
            
            
            52,873
            
            
            
            58,851Other
                assets
            
            
            26,377
            
            
            
            20,394Total
                assets
            
            $
            940,451
            
            
            $
            936,105**LIABILITIES,
                MINORITY INTEREST AND PARTNERS’ EQUITY:**LiabilitiesDebtSenior,
                unsecured notes
            
            $
            100,000
            
            
            $
            100,000Mortgages
                payable (including a debt premium of $7,263 and $9,346,
                respectively)
            
            
            281,069
            
            
            
            308,342Unsecured
                note
            
            
            53,500
            
            
            
            53,500Unsecured
                lines of credit
            
            
            ---
            
            
            
            26,165Total
                debt
            
            
            434,569
            
            
            
            488,007Construction
                trade payables
            
            
            8,294
            
            
            
            11,918Accounts
                payable and accrued expenses
            
            
            14,305
            
            
            
            16,753Total
                liabilities
            
            
            457,168
            
            
            
            516,678CommitmentsMinority
                interest in consolidated joint venture
            
            
            227,234
            
            
            
            222,673Partners’
                equityGeneral
                partner
            
            
            418
            
            
            
            653Limited
                partners
            
            
            260,205
            
            
            
            200,076Deferred
                compensation
            
            
            (5,930
            )
            
            
            (3,975
            )Accumulated
                other comprehensive income
            
            
            1,356
            
            
            
            ---Total
                partners’ equity
            
            
            256,049
            
            
            
            196,754Total
                liabilities, minority interest and partners’ equity
            
            $
            940,451
            
            
            $
            936,105





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











4








**TANGER
      PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**(in
      thousands)**


**Nine
                Months ended****September
                30****2005**
            
            **2004****(Unaudited)**
            
            
            
            **(Unaudited)****OPERATING
                ACTIVITIES**Net
                income
            
            $
            6,034
            
            
            $
            3,364Adjustments
                to reconcile net income to net cash provided byoperating
                activities:Depreciation
                and amortization, including discontinuedoperations
            
            
            36,458
            
            
            
            39,706Amortization
                of deferred financing costs
            
            
            1,005
            
            
            
            1,107Equity
                in earnings of unconsolidated joint ventures
            
            
            (714
            )
            
            
            (799
            )Consolidated
                joint venture minority interest
            
            
            20,211
            
            
            
            20,410Compensation
                expense related to restricted shares and shareoptions
                granted
            
            
            1,136
            
            
            
            1,239Amortization
                of debt premium
            
            
            (2,082
            )
            
            
            (1,879
            )Loss
                on sale of real estate
            
            
            4,690
            
            
            
            1,460Gain
                on sale of outparcels of land
            
            
            (127
            )
            
            
            (1,391
            )Distributions
                received from unconsolidated joint ventures
            
            
            1,475
            
            
            
            1,525Net
                accretion of market rate rent adjustment
            
            
            (583
            )
            
            
            (647
            )Straight-line
                base rent adjustment
            
            
            (1,357
            )
            
            
            (300
            )Increase
                (decrease) due to changes in:Other
                assets
            
            
            (4,762
            )
            
            
            (956
            )Accounts
                payable and accrued expenses
            
            
            (1,092
            )
            
            
            (205
            )Net
                cash provided by operating activities
            
            
            60,292
            
            
            
            62,634**INVESTING
                ACTIVITIES**Additions
                to rental property
            
            
            (20,799
            )
            
            
            (9,943
            )Additions
                to investments in unconsolidated joint ventures
            
            
            (950
            )
            
            
            ---Additions
                to deferred lease costs
            
            
            (2,216
            )
            
            
            (1,450
            )Increase
                in short-term investments
            
            
            (20,000
            )
            
            
            ---Net
                proceeds from sale of real estate
            
            
            2,211
            
            
            
            20,255Net
                cash provided by (used in) investing activities
            
            
            (41,754
            )
            
            
            8,862**FINANCING
                ACTIVITIES**Cash
                distributions paid
            
            
            (32,222
            )
            
            
            (30,780
            )Distributions
                to consolidated joint venture minority interest
            
            
            (16,450
            )
            
            
            (17,158
            )Contribution
                from sole shareholder of general partner
            
            
            81,020
            
            
            
            13,173Proceeds
                from issuance of debt
            
            
            98,165
            
            
            
            43,350Repayments
                of debt
            
            
            (149,521
            )
            
            
            (70,298
            )Contributions
                from consolidated joint venture partner
            
            
            800
            
            
            
            ---Additions
                to deferred financing costs
            
            
            (195
            )
            
            
            (621
            )Proceeds
                from exercise of unit options
            
            
            1,970
            
            
            
            8,075Net
                cash used in financing activities
            
            
            (16,433
            )
            
            
            (54,259
            )Net
                increase in cash and cash equivalents
            
            
            2,105
            
            
            
            17,237Cash
                and cash equivalents, beginning of period
            
            
            4,089
            
            
            
            9,864Cash
                and cash equivalents, end of period
            
            $
            6,194
            
            
            $
            27,101


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





5











T **ANGER
      PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


September
      30, 2005


(Unaudited)





**1.**
            **Business**





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





**2.**
            **Basis
                of Presentation**





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





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





6





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





**3.**  **Acquisition
      and Development of Rental Properties**





**COROC
      Holdings, LLC**





The
      minority interest in our consolidated joint venture represents our partner’s
      ownership interest in the COROC Holdings, LLC joint venture which is
      consolidated under the provisions of FIN46(R).





In
      August
      2005, we announced the agreement to acquire for $282.5 million the remaining
      two
      thirds interests in the Charter Oak portfolio owned by an affiliate of
      Blackstone Real Estate Advisors, or Blackstone. The Charter Oak portfolio,
      comprised of nine factory outlet centers (approximately 3.3 million square
      feet), was acquired in December 2003 by a joint venture company, owned one
      third
      by us and two thirds by Blackstone. Since then, we have provided operating,
      management, leasing and marketing services for the properties. As a result
      of
      this transaction, the total amount of wholly-owned square footage in our real
      estate portfolio will increase by 66%, from 5.0 to 8.2 million square feet.
      Closing of the transaction is subject to certain conditions including those
      contained within an existing GMAC loan currently collateralizing the properties.





Base
      rent
      is impacted by the amortization of above or below market rate lease values
      recorded as a part of the required purchase price allocation associated with
      the
      original acquisition of the Charter Oak portfolio in December 2003. If a tenant
      vacates its space prior to the contractual termination of the lease and no
      rental payments are being made to the lease, any unamortized balance of the
      related above or below market lease value will be recognized in the income
      statement and could materially impact our net income positively or
      negatively.





**Locust
      Grove, Georgia**





During
      September 2005, we substantially completed the construction of a 46,400 square
      foot expansion at our center located in Locust Grove, Georgia. The estimated
      cost of the expansion is approximately $6.6 million. Approximately 75% of the
      stores were open at September 30, 2005 with the remainder expected to commence
      operations during the fourth quarter of 2005. Tenants include Polo/Ralph Lauren,
      Sketchers, Children's Place and others. Upon completion of the store openings,
      our Locust Grove center will total approximately 294,000 square
      feet.





**Foley,
      Alabama**





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








7





**Charleston,
      South Carolina**





We
      have
      met our internal minimum leasing requirements and are in the process of closing
      on the acquisition of the land of a site located near Charleston, South
      Carolina, subject to closing conditions within the purchase agreement and expect
      to begin construction prior to the end of 2005. We currently expect the center
      to be approximately 350,000 square feet upon total build out with a scheduled
      opening date in late 2006.





Commitments
      to complete construction of the expansions to the existing properties and other
      capital expenditure requirements amounted to approximately $2.0 million at
      September 30, 2005. Commitments for construction represent only those costs
      contractually required to be paid by us.





Interest
      costs capitalized during the three months ended September 30, 2005 and 2004
      amounted to $122,000 and $44,000, respectively, and for the nine months ended
      September 30, 2005 and 2004 amounted to $235,000 and $168,000,
      respectively.





**4.**
            **Short-term
                Investments**





In
      September 2005, the Company issued 3,000,000 of its common shares at a price
      of
      $27.09 and contributed the proceeds to the Operating Partnership in exchange
      for
      1,500,000 limited partnership units. See footnote 9 for discussion of the
      Company’s common share offering. A portion of the proceeds were invested in
      auction rate securities which reset in October 2005. In October 2005, we used
      these proceeds to repay a portion of the John Hancock Life Insurance Company
      mortgages as discussed in footnote 14.




**5.**
            **Investments
                in Unconsolidated Real Estate Joint
                Ventures**





Our
      investments in unconsolidated real estate joint ventures aggregated $6.9 and
      $6.7 million as of September 30, 2005 and December 31, 2004, respectively.
      We
      have evaluated the accounting treatment for the joint ventures under the
      guidance of FIN 46(R) and have concluded based on the current facts and
      circumstances that the equity method of accounting should be used to account
      for
      the joint ventures. We are members of the following unconsolidated real estate
      joint ventures:





**Joint
                Venture**
            **Our
                Ownership %**
            **Project
                Location**TWMB
                Associates, LLC
            50%
            Myrtle
                Beach, South CarolinaTanger
                Wisconsin Dells, LLC
            50%
            Wisconsin
                Dells, WisconsinDeer
                Park Enterprise, LLC
            33%
            Deer
                Park, New York








8





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





Three
                Months Ended
            
            Nine
                Months EndedSeptember
                30,
            
            September
                30,2005
            
            2004
            
            2005
            
            2004Fee:Management
            
            $
            78
            
            $
            91
            
            $
            234
            
            $
            228Leasing
            
            
            (2
            )
            
            42
            
            
            2
            
            
            181Development
            
            
            ---
            
            
            8
            
            
            ---
            
            
            30Total
                Fees
            
            $
            76
            
            $
            141
            
            $
            236
            
            $
            439





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





**TWMB
      Associates, LLC**





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





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





**Tanger
      Wisconsin Dells, LLC**





In
      March
      2005, we established Tanger Wisconsin Dells, LLC, or Wisconsin Dells, a joint
      venture in which we have a 50% ownership interest with Tall Pines Development
      of
      Wisconsin Dells, LLC, or Tall Pines, as our venture partner, to construct and
      operate a Tanger Outlet center in Wisconsin Dells, Wisconsin. We and our partner
      each made an initial capital contribution of $50,000 to the joint venture in
      June 2005. In August 2005, each member made equal loans to Wisconsin Dells
      in
      the amount of $275,000. During the fourth quarter of 2005, Tall Pines will
      be
      contributing land to Wisconsin Dells with a value of approximately $5.6 million
      and we will make an equal capital contribution to Wisconsin Dells of $5.6
      million in cash. Wisconsin Dells has received a construction loan commitment
      the
      proceeds of which, together with the capital contributions, are expected to
      be
      sufficient to complete the construction of the outlet center. Construction
      of
      the outlet center, which is currently expected to be approximately 250,000
      square feet upon total build out, is expected to commence in 2005. The center
      is
      scheduled to open in late 2006.











**Deer
      Park Enterprise, LLC**





In
      October 2003, Deer Park Enterprise, LLC, or Deer Park, a joint venture in which
      we have a one-third ownership interest, entered into a sale-leaseback
      transaction for the location on which it ultimately will develop a shopping
      center that will contain both outlet and big box retail tenants in Deer Park,
      New York. The agreement consisted of the sale of the property to Deer Park
      for
      $29 million which was being leased back to the seller under an operating lease
      agreement. In conjunction with the real estate purchase, Deer Park closed on
      a
      loan in the amount of $19 million due in October 2005 and a purchase money
      mortgage note with the seller in the amount of $7 million. In October 2005,
      Bank
      of America committed to extend the maturity of the loan until October 2006.
      At
      the end of the lease in May 2005, the tenant vacated the property. However,
      the
      tenant did not satisfy all of the conditions necessary to terminate the lease
      and we are currently in litigation to recover from the tenant its on-going
      monthly lease payments and will continue to do so until recovered. Annual rents
      due from the tenant are $3.4 million. We intend to demolish the building and
      begin construction of the shopping center as soon as these conditions are
      satisfied. During the first nine months of 2005, we made additional equity
      contributions totaling $900,000 to Deer Park. During October 2005, we made
      an
      additional equity contribution of $450,000. Both of the other members made
      equity contributions equal to ours during the periods described above. ****





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





**Summary
                Balance Sheets**
              **-
                Unconsolidated Joint Ventures:**
            
            As
                of
              September
                30,
              2005
            
            As
                of
              December
                31,
              2004**Assets:**Investment
                properties at cost, net
            
            $
            65,585
            
            $
            69,865Cash
                and cash equivalents
            
            
            4,171
            
            
            2,449Deferred
                charges, net
            
            
            1,340
            
            
            1,973Other
                assets
            
            
            6,073
            
            
            2,826Total
                assets
            
            $
            77,169
            
            $
            77,113**Liabilities
                and Owners’ Equity:**Mortgages
                payable
            
            $
            61,066
            
            $
            59,708Member
                loans payable
            
            
            550
            
            
            ---Construction
                trade payables
            
            
            215
            
            
            578Accounts
                payable and other liabilities
            
            
            1,239
            
            
            702Total
                liabilities
            
            
            63,070
            
            
            60,988Owners’
                equity
            
            
            14,099
            
            
            16,125Total
                liabilities and owners’ equity
            
            $
            77,169
            
            $
            77,113








9








Three
                Months
              Ended
            
            Nine
                Months
              Ended**Consolidated
                Statements of Operations -**
            
            September
                30,
            
            September
                30,**Unconsolidated
                Joint Ventures**
            
            2005
            
            2004
            
            2005
            
            2004**Revenues**
            
            $
            2,735
            
            $
            2,682
            
            $
            8,179
            
            $
            7,264**Expenses:**Property
                operating
            
            
            888
            
            
            918
            
            
            2,929
            
            
            2,639General
                and administrative
            
            
            4
            
            
            8
            
            
            19
            
            
            21Depreciation
                and amortization
            
            
            777
            
            
            723
            
            
            2,313
            
            
            1,977Total
                expenses
            
            
            1,669
            
            
            1,649
            
            
            5,261
            
            
            4,637**Operating
                income**
            
            
            1,066
            
            
            1,033
            
            
            2,918
            
            
            2,627Interest
                expense
            
            
            584
            
            
            346
            
            
            1,575
            
            
            1,131**Net
                income**
            
            $
            482
            
            $
            687
            
            $
            1,343
            
            $
            1,496**Tanger’s
                share of:**Net
                income
            
            $
            255
            
            $
            359
            
            $
            714
            
            $
            799Depreciation
                (real estate related)
            
            
            375
            
            
            351
            
            
            1,114
            
            
            955





**6.**  **Disposition
      of Properties**


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




In
      June
      and September 2004, we completed the sale of two non-core properties located
      in
      North Conway, New Hampshire and in Dalton, Georgia, respectively. Net proceeds
      received from the sales of these properties were approximately $17.6 million.
      We
      recorded a gain on sale of the North Conway, New Hampshire properties of
      approximately $2.1 million during the second quarter of 2004 and recorded a
      loss
      on the sale of the Dalton, Georgia property of approximately $3.5 million during
      the third quarter of 2004, resulting in a net loss for the nine months ended
      September 30, 2005 of $1.4 million which is included in discontinued
      operations.





10





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


Three
            
            NineMonths
                Ended
            
            Months
                EndedSeptember
                30, 2004
            
            September
                30, 2004**Revenues**Base
                rentals
            
            $
            279
            
            $
            1,453Percentage
                rentals
            
            
            2
            
            
            4Expense
                reimbursements
            
            
            112
            
            
            618Other
                income
            
            
            10
            
            
            28Total
                revenues
            
            
            403
            
            
            2,103**Expenses:**Property
                operating
            
            
            151
            
            
            755General
                and administrative
            
            
            11
            
            
            17Depreciation
                and amortization
            
            
            106
            
            
            554Total
                expenses
            
            
            268
            
            
            1,326**Discontinued
                operations before loss on sale of real estate**
            
            
            135
            
            
            777Loss
                on sale of real estate
            
            
            (3,544
            )
            
            (1,460
            )**Discontinued
                operations**
            
            $
            (3,409
            )
            $
            (683
            )





In
      June
      2005, we sold one outparcel of land at our Terrell, Texas center. Net proceeds
      received were $252,000 and a gain of approximately $127,000 was recorded in
      other income.





During
      the second and third quarters of 2004, we sold a total of four outparcels of
      undeveloped land at our Branson, Missouri; Westbrook, Connecticut; Gonzales,
      Louisiana and West Branch, Michigan centers, respectively. Net proceeds received
      were approximately $2.7 million and a gain of approximately $1.4 million was
      recorded in other income.





**7.**
            **Debt**





In
      addition to repaying all balances outstanding under our unsecured lines of
      credit, in September 2005, we paid in full at maturity a $7.0 million, 9.125%
      mortgage with New York Life with a portion of the proceeds from the Company’s
      common share offering discussed in footnote 9. The collateral securing the
      mortgage, our Commerce I, Georgia property, was released upon satisfaction
      of
      the loan.





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





11





**8.**  **Financial
      Instruments - Derivatives and Hedges**





In
      September 2005, we entered into two forward starting interest rate lock
      protection agreements to hedge risks related to anticipated future financings
      in
      2005 and 2008. The 2005 agreement locked the US Treasury index rate at 4.279%
      on
      a notional amount of $125 million for 10 years from such date in December 2005.
      The 2008 agreement locked the US Treasury index rate at 4.526% on a notional
      amount of $100 million for 10 years from such date in July 2008. We anticipate
      unsecured debt transactions of at least the notional amount to occur in the
      designated periods.





During
      the first quarter of 2005, TWMB entered into an interest rate swap to hedge
      floating rate debt on the permanent financing that was obtained in April 2005.
      TWMB’s interest rate swap agreement has been designated as a cash flow hedge and
      is carried on TWMB’s balance sheet at fair value.





In
      accordance with our derivatives policy, these derivatives were designated as
      cash flow hedges and assessed for effectiveness at the time the contract was
      entered into and will be assessed for effectiveness on an on-going basis at
      each
      quarter end. Unrealized gains and losses related to the effective portion of
      our
      derivatives are recognized in other comprehensive income and gains or losses
      related to ineffective portions are recognized in the income statement. At
      September 30, 2005, all of our derivatives were considered effective.





The
      following table summarizes the notional values and fair values of our derivative
      financial instruments as of September 30, 2005. As of September 30, 2004 we
      did
      not have any derivative financial instruments.




**Financial
                Instrument Type**
            Notional
                Value
            Rate
            Maturity
            
            Fair
                Value**TANGER
                PROPERTIES LIMITED PARTNERSHIP**US
                Treasury Lock
            $125,000,000
            4.279%
            December
                2005
            $
            838,000US
                Treasury Lock
            $100,000,000
            4.526%
            July
                2008
            $
            579,000**TWMB,
                ASSOCIATES, LLC**LIBOR
                Interest Rate Swap
            $35,000,000
            4.59%
            March
                2010
            $
            (121,000
            )





**9.**
            **Common
                Share Offering of the
                Company**





In
      September 2005, the Company completed a 3,000,000 common share offering at
      a
      price of $27.09 per share to Cohen & Steers Capital Management, Inc., on
      behalf of itself and as investment adviser to certain investment advisory
      clients. Net proceeds from the sale, which were approximately $81.0 million,
      were contributed to the Operating Partnership in exchange for 1,500,000 limited
      partnership units. The net proceeds were used to pay down amounts outstanding
      under our lines of credit, repay a mortgage with New York Life secured by our
      Commerce I property and to repay a portion of the John Hancock Life Insurance
      Company mortgages in footnote 14.





12








**10.
      Deferred Compensation**





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





**11.**
            **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):








Three
                Months Ended
              September
                30,
            
            Nine
                Months Ended
              September
                30,2005
            
            2004
            
            2005
            
            2004**Numerator:**Income
                from continuing operations - basic and diluted
            
            $
            5,356
            
            $
            945
            
            $
            10,724
            
            $
            4,047Loss
                on sale of real estate not included in discontinued
                operations
            
            
            ---
            
            
            ---
            
            
            (4,690
            )
            
            ---Adjusted
                income from continuing operations
            
            
            5,356
            
            
            945
            
            
            6,034
            
            
            4,047Discontinued
                operations
            
            
            ---
            
            
            (3,409
            )
            
            ---
            
            
            (683
            )Net
                income (loss) - basic and diluted
            
            $
            5,356
            
            $
            (2,464
            )
            $
            6,034
            
            $
            3,364**Denominator:**Basic
                weighted average common units
            
            
            17,221
            
            
            16,645
            
            
            16,874
            
            
            16,518Effect
                of outstanding unit options
            
            
            88
            
            
            49
            
            
            81
            
            
            84Effect
                of unvested restricted share awards
            
            
            48
            
            
            11
            
            
            31
            
            
            9Diluted
                weighted average common units
            
            
            17,357
            
            
            16,705
            
            
            16,986
            
            
            16,611**Basic
                earnings per common unit:**Income
                from continuing operations
            
            $
            .31
            
            $
            .06
            
            $
            .36
            
            $
            .25Discontinued
                operations
            
            
            ---
            
            
            (.21
            )
            
            ---
            
            
            (.05
            )Net
                income (loss)
            
            $
            .31
            
            $
            (.15
            )
            $
            .36
            
            $
            .20**Diluted
                earnings per common unit:**Income
                from continuing operations
            
            $
            .31
            
            $
            .06
            
            $
            .36
            
            $
            .24Discontinued
                operations
            
            
            ---
            
            
            (.21
            )
            
            ---
            
            
            (.04
            )Net
                income (loss)
            
            $
            .31
            
            $
            (.15
            )
            $
            .36
            
            $
            .20








13








The
      computation of diluted earnings per unit excludes options to purchase common
      units when the exercise price is greater than the average market price of the
      common units for the period. The market price of the common units is considered
      to be equivalent to the market price of the common shares of the company.
      Options excluded from the computation of diluted earnings per unit were
      approximately 284,000 for the three months ended September 30, 2004. No options
      were excluded from the computation for the three months ended September 30,
      2005. For the nine months ended September 30, 2005 and 2004, approximately
      1,000
      and 156,000 options were excluded from the computation, respectively.





Restricted
      share awards are included in the diluted earnings per unit computation if the
      effect is dilutive, using the treasury stock method. If the share based awards
      were granted during the period, the shares issuable are weighted to reflect
      the
      portion of the period during which the awards were outstanding.





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





2005
            2004Common
                units:General
                partner
            150,000
            150,000Limited
                partners
            18,245,113
            16,604,813IncTotal
            18,395,913
            16,754,813











**12.
      Other Comprehensive Income - Derivative Financial
      Instruments**





The
      following table illustrates our other comprehensive income calculation for
      the
      three and nine months ended September 30, 2005 and 2004, respectively.





Three
                Months Ended
            
            Nine
                Months EndedSeptember
                30,
            
            September
                30,2005
            
            2004
            
            2005
            
            2004Net
                income (loss)
            
            $
            5,356
            
            $
            (2,464
            )
            $
            6,034
            
            $
            3,364Other
                comprehensive income (loss):Change
                in fair value of treasury rate locks,
            
            
            1,416
            
            
            ---
            
            
            1,416
            
            
            ---Change
                in fair value of our portion ofTWMB
                cash flow hedge
            
            
            381
            
            
            20
            
            
            (60
            )
            
            82Other
                comprehensive income
            
            
            1,797
            
            
            20
            
            
            1,356
            
            
            82Total
                comprehensive income (loss)
            
            $
            7,153
            
            $
            (2,444
            )
            $
            7,390
            
            $
            3,446





**13.
      Non-Cash Investing and Financing Activities**





We
      purchase capital equipment and incur costs relating to construction of
      facilities, including tenant finishing allowances. Capitalized costs included
      in
      construction trade payables as of September 30, 2005 and 2004 amounted to $8.3
      million and $10.4 million, respectively. We recognized charges to deferred
      compensation related to the issuance of the Company’s restricted common shares
      and unit options of $3.1 and $5.4 million during
      the nine month periods ended September 30, 2005 and 2004,
      respectively .





14







**14.
      Subsequent Events**





On
      October 3, 2005, we repaid in full our mortgage debt outstanding with John
      Hancock Life Insurance Company totaling approximately $77.4 million, with
      interest rates ranging from 7.875% to 7.98% and an original maturity date of
      April 1, 2009. We utilized amounts available under our unsecured lines of credit
      and the remaining portion of the proceeds that were contributed to the Operating
      Partnership in exchange for 1,500,000 limited partnership units from the Company
      from its 3,000,000 common share offering in September 2005 to fund the
      transaction. As a result of the early repayment, we will incur a non-recurring
      charge for the early extinguishment of the John Hancock mortgage debt of
      approximately $9.8 million in the fourth quarter of 2005. The charge consists
      of
      a prepayment premium of approximately $9.4 million and the write-off of deferred
      loan fees totaling approximately $400,000. The repayment of the mortgages
      unencumbered the following outlet centers: Kittery I, Maine; San Marcos, Texas;
      West Branch, Michigan and Williamsburg, Iowa.





**15.**  **New
      Accounting Pronouncements**





In
      December 2004, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment”
      (“FAS 123R”), which replaces FAS 123 which we adopted effective January 1, 2003.
      We expect to adopt FAS 123R on January 1, 2006. We are evaluated the adoption
      of
      FAS 123R and do not expect it to have a material effect on our consolidated
      financial statements.




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








15








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





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





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





***Cautionary
      Statements***





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





-
            national
                and local general economic and market conditions;





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





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





-
            competition;





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





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





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





16








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





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





-
            risks
                that we incur a material loss that is uninsurable or may not be insurable
                in the future of our capital investment and anticipated profits from
                one
                of our properties, such as those results from wars, earthquakes or
                hurricanes;





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





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





-
            business
                disruptions;





-
            the
                ability to attract and retain qualified
                personnel;





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





-
            retention
                of earnings.





**General
      Overview**





At
      September 30, 2005, we owned interests in or managed 33 centers in 22 states
      totaling 8.7 million square feet compared to 37 centers in 23 states totaling
      9.2 million square feet at September 30, 2004. The activity in our portfolio
      of
      properties since September 30, 2004 is summarized below:








No.
                of
              Centers
            
            GLA
              (000’s)
            
            StatesAs
                of September 30, 2004
            
            
            37
            
            
            9,160
            
            
            23Expansion:Myrtle
                Beach Hwy 17, South Carolina -
            
            
            ---
            
            
            11
            
            
            ---(unconsolidated
                joint venture)Locust
                Grove, Georgia (wholly-owned)
            
            
            ---
            
            
            35
            
            
            ---Dispositions:Vero
                Beach, Florida (managed)
            
            
            (1
            )
            
            (329
            )
            
            ---Seymour,
                Indiana (wholly-owned)
            
            
            (1
            )
            
            (141
            )
            
            (1
            )North
                Conway, New Hampshire (managed)
            
            
            (2
            )
            
            (40
            )
            
            ---Other
            
            
            ---
            
            
            (2
            )
            
            ---As
                of September 30, 2005
            
            
            33
            
            
            8,694
            
            
            22








17





A
      summary
      of the operating results for the three and nine months ended September 30,
      2005
      and 2004 is presented in the following table, expressed in amounts calculated
      on
      a weighted average GLA basis.





Three
                Months Ended
            
            Nine
                Months EndedSeptember
                30,
            
            September
                30,2005
            
            2004
            
            2005
            
            2004GLA
                at end of period (000’s)Wholly
                owned
            
            
            4,956
            
            
            5,066
            
            
            4,956
            
            
            5,066Partially-owned
                (consolidated) (1)
            
            
            3,271
            
            
            3,271
            
            
            3,271
            
            
            3,271Partially
                owned (unconsolidated) (2)
            
            
            402
            
            
            391
            
            
            402
            
            
            391Managed
            
            
            65
            
            
            432
            
            
            65
            
            
            432Total
                GLA at end of period (000’s)
            
            
            8,694
            
            
            9,160
            
            
            8,694
            
            
            9,160Weighted
                average GLA (000’s) (1) (3)
            
            
            8,207
            
            
            8,338
            
            
            8,227
            
            
            8,338Occupancy
                percentage at end of period (4)
            
            
            97
            %
            
            96
            %
            
            97
            %
            
            96
            %**Per
                square foot for wholly owned and partially owned (consolidated)
                properties**RevenuesBase
                rentals
            
            $
            4.14
            
            $
            3.95
            
            $
            12.08
            
            $
            11.56Percentage
                rentals
            
            
            .22
            
            
            .15
            
            
            .48
            
            
            .35Expense
                reimbursements
            
            
            1.73
            
            
            1.56
            
            
            5.00
            
            
            4.55Other
                income
            
            
            .20
            
            
            .22
            
            
            .46
            
            
            .61Total
                revenues
            
            
            6.29
            
            
            5.88
            
            
            18.02
            
            
            17.07ExpensesProperty
                operating
            
            
            1.96
            
            
            1.79
            
            
            5.70
            
            
            5.17General
                and administrative
            
            
            .44
            
            
            .40
            
            
            1.26
            
            
            1.17Depreciation
                and amortization
            
            
            1.48
            
            
            1.69
            
            
            4.43
            
            
            4.70Total
                expenses
            
            
            3.88
            
            
            3.88
            
            
            11.39
            
            
            11.04Operating
                income
            
            
            2.41
            
            
            2.00
            
            
            6.63
            
            
            6.03Interest
                expense
            
            
            .97
            
            
            1.07
            
            
            2.96
            
            
            3.20Income
                before equity in earnings of unconsolidated joint ventures, minority
                interest, discontinued operations and loss
                on sale of real estate
            
            $
            1.44
            
            $
            .93
            
            $
            3.67
            
            $
            2.83





*(1)
      Represents properties that are currently held through a consolidated joint
      venture, COROC Holdings, LLC, in which we own a one-third interest.*


*(2)
      Represents property that is currently held through an unconsolidated joint
      venture, TWMB Associates, LLC, in which we own a 50% interest.*


*(3)
      Represents GLA of wholly-owned and partially owned consolidated operating
      properties weighted by months of operation. GLA is not adjusted for fluctuations
      in occupancy that may occur subsequent to the original opening date. Excludes
      GLA of properties for which their results are included in discontinued
      operations.*


*(4)
      Represents occupancy only at centers in which we have an ownership
      interest.*





18








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





Location
            GLA
              (sq.
                ft.)
            
            %
              OccupiedRiverhead,
                NY (1)
            729,497
            
            100Rehoboth,
                DE (1) (2)
            568,873
            
            99Foley,
                AL (2)
            535,757
            
            98San
                Marcos, TX
            442,510
            
            99Myrtle
                Beach Hwy 501, SC (2)
            427,417
            
            90Sevierville,
                TN (1)
            419,038
            
            100Myrtle
                Beach Hwy 17, SC (1) (3)
            401,992
            
            99Hilton
                Head, SC (2)
            393,094
            
            87Commerce
                II, GA
            340,656
            
            99Howell,
                MI
            324,631
            
            98Park
                City, UT (2)
            300,602
            
            99Westbrook,
                CT (2)
            291,051
            
            92Locust
                Grove, GA
            282,404
            
            99Branson,
                MO
            277,883
            
            100Williamsburg,
                IA
            277,230
            
            99Lincoln
                City, OR (2)
            270,280
            
            94Tuscola,
                IL (2)
            256,514
            
            76Lancaster,
                PA
            255,152
            
            100Gonzales,
                LA
            243,499
            
            98Tilton,
                NH (2)
            227,998
            
            96Fort
                Meyers, FL
            198,924
            
            91Commerce
                I, GA
            185,750
            
            90Terrell,
                TX
            177,490
            
            99North
                Branch, MN
            134,480
            
            100West
                Branch, MI
            112,120
            
            100Barstow,
                CA
            108,950
            
            93Blowing
                Rock, NC
            105,332
            
            100Pigeon
                Forge, TN (1)
            94,694
            
            95Nags
                Head, NC
            82,178
            
            98Boaz,
                AL
            79,575
            
            95Kittery
                I, ME
            59,694
            
            100Kittery
                II, ME
            24,619
            
            1008,629,884
            
            97


*(1)*
            *These
                properties or a portion thereof are subject to a ground
                lease.*


*(2)*
            *Represents
                properties that are currently held through a consolidated joint venture,
                COROC Holdings, LLC, in which we own a one-third interest.*


*(3)*
            *Represents
                property that is currently held through an unconsolidated joint venture,
                TWMB Associates, LLC, in which we own a 50% interest.*





19





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





Location
            
            GLA
              (sq.
                ft.)
            
            Mortgage
                Debt
              (000’s)
                as of
              September
                30,
              2005
            
            Interest
              Rate
            
            Maturity
              DateWilliamsburg,
                IA (1)
            
            277,230San
                Marcos I, TX (1)
            
            221,073West
                Branch, MI (1)
            
            112,120Kittery
                I, ME (1)
            
            59,694670,117
            
            $
            59,263
            
            
            7.875
            %
            
            4/01/2009San
                Marcos II, TX (1)
            
            221,437
            
            
            18,151
            
            
            7.980
            %
            
            4/01/2009Blowing
                Rock, NC
            
            105,332
            
            
            9,244
            
            
            8.860
            %
            
            9/01/2010Nags
                Head, NC
            
            82,178
            
            
            6,273
            
            
            8.860
            %
            
            9/01/2010Rehoboth
                Beach, DE
            
            568,873Foley,
                AL
            
            535,757Myrtle
                Beach Hwy 501, SC
            
            427,417Hilton
                Head, SC
            
            393,094Park
                City, UT
            
            300,602Westbrook,
                CT
            
            291,051Lincoln
                City, OR
            
            270,280Tuscola,
                IL
            
            256,514Tilton,
                NH
            
            227,9983,271,586
            
            
            180,875
            
            
            6.590
            %
            
            7/10/2008Debt
                premium (2)
            
            7,263Totals
            
            4,350,650
            $
            281,069





(1)
            Represents
                mortgages prepaid on October 3,
                2005.





(2)
            Represents
                a premium on mortgage debt with an imputed interest rate of 4.97%
                assumed
                in the Charter Oak acquisition joint venture formed in December 2003,
                which is consolidated on our balance
                sheet.





20





**RESULTS
      OF OPERATIONS**





***Comparison
      of the three months ended September 30, 2005 to the three months ended September
      30, 2004***





Base
      rentals increased $1.1 million, or 3%, in the 2005 period when compared to
      the
      same period in 2004. The increase is primarily due to increasing rental rates
      on
      renewals. The average increase in base rental rates on lease renewals and
      re-tenanting of vacant space during the 2005 period was 6%. Base rent per
      weighted average GLA increased by $.19 per square foot from $3.95 per square
      foot in the 2004 period to $4.14 per square foot in the 2005 period. Base rent
      is impacted by the amortization of above or below market rate lease values
      recorded as a part of the required purchase price allocation associated with
      the
      acquisition of the Charter Oaks Partners’ portfolio of nine factory outlet
      centers totaling 3.3 million square feet in December 2003. We and an affiliate
      of Blackstone Real Estate Advisors, or Blackstone, acquired the portfolio
      through a consolidated joint venture in the form of a limited liability company,
      COROC Holdings, LLC, or COROC. The values of the above and below market leases
      are amortized and recorded as either an increase (in the case of below market
      leases) or a decrease (in the case of above market leases) to rental income
      over
      the remaining term of the associated lease. For the 2005 period, we recorded
      a
      decrease of $76,000 to rental income for the net amortization of market lease
      values compared with an increase of $277,000 for the 2004 period. If a tenant
      vacates its space prior to the contractual termination of the lease and no
      rental payments are being made on the lease, any unamortized balance of the
      related above or below market lease value will be written off and could
      materially impact our net income positively or negatively. For the period from
      September 30, 2004 to September 30, 2005, one of our centers experienced a
      negative occupancy trend of more than 10%.





Percentage
      rentals, which represent revenues based on a percentage of tenants' sales volume
      above predetermined levels (the "breakpoint"), increased $526,000 or 41%, and
      on
      a weighted average GLA basis, increased $.07 per square foot in 2005 compared
      to
      2004. The percentage rents in 2004 were reduced by an allocation to the previous
      owner of the COROC portfolio for their pro-rata share of percentage rents
      associated with tenants whose sales lease year began prior to December 19,
      2003,
      the date of COROC’s acquisition of the portfolio. Reported same-space sales per
      square foot for the rolling twelve months ended September 30, 2005 were $317
      per
      square foot. This represents a 3% increase compared to the same period in 2004.
      Same-space sales is defined as the weighted average sales per square foot
      reported in space open for the full duration of each comparison period.





Expense
      reimbursements, which represent the contractual recovery from tenants of certain
      common area maintenance, insurance, property tax, promotional, advertising
      and
      management expenses, generally fluctuate consistently with the related
      reimbursable property operating expenses. Expense reimbursements, expressed
      as a
      percentage of property operating expenses, increased from 87% in the 2004 period
      to 89% in the 2005 period primarily as a result of lower non-reimbursable
      expenses.





Other
      income decreased $221,000, or 12%, in 2005 compared to 2004 and on a weighted
      average GLA basis, decreased $.02 per square foot from $.22 to $.20. Other
      income in the 2004 period includes gains from the sale of outparcels of land
      of
      $172,000 compared to none in the 2005 period.





21





Property
      operating expenses increased by $1.1 million, or 7%, in the 2005 period as
      compared to the 2004 period and, on a weighted average GLA basis, increased
      $.17
      per square foot from $1.79 to $1.96. The increase is due primarily to increases
      in advertising and common area maintenance expenses.





General
      and administrative expenses increased $232,000, or 7%, in the 2005 period as
      compared to the 2004 period and on a weighted average GLA basis, increased
      $.04
      from $.40 to $.44. The increase is primarily due to compensation expense of
      approximately $212,000 related to restricted shares granted in March 2005 which
      are accounted for under Statement of Financial Accounting Standards No. 123,
      “Accounting for Stock-Based Compensation”, or FAS 123. As a percentage of total
      revenues, general and administrative expenses were 7% in both the 2004 and
      2005
      periods.





Depreciation
      and amortization per weighted average GLA decreased from $1.69 per square foot
      in the 2004 period to $1.48 per square foot in the 2005 period. This was due
      principally to the accelerated depreciation and amortization of certain assets
      in the acquisition of the COROC properties in December 2003 accounted for under
      Statement of Financial Accounting Standards No. 141 “Business Combinations”, or
      FAS 141, for lease related intangibles associated with tenants that terminated
      their leases during the 2004 period.





Interest
      expense decreased $987,000, or 11%, during the 2005 period as compared to the
      2004 period due primarily to the decrease in overall debt outstanding in the
      2005 period versus the 2004 period. Outstanding debt has been reduced through
      mortgage repayments and with proceeds from the Company’s September 2005 common
      share offering which were contributed to the Operating Partnership in exchange
      for 1,500,000 limited partnership units and the exercise of employee unit
      options during 2005. The average debt outstanding for the 2005 period was $461.8
      million versus $512.5 million for the 2004 period.





During
      the third quarter of 2004, we sold our property in Dalton, Georgia that
      qualified for treatment as discontinued operations based on the guidance of
      Statement of Financial Accounting Standards No. 144, “Accounting for the
      Impairment or Disposal of Long-Lived Assets”, or FAS 144. For this property, the
      results of operations from the third quarter of 2004 are recorded in
      discontinued operations.





***Comparison
      of the nine months ended September 30, 2005 to the nine months ended September
      30, 2004***





Base
      rentals increased $3.0 million, or 3%, in the 2005 period when compared to
      the
      same period in 2004. The increase is primarily due to increasing rental rates
      on
      renewals. The average increase in base rental rates on lease renewals and
      re-tenanting of vacant space during the 2005 period was 7%. Base rent per
      weighted average GLA increased by $.52 per square foot from $11.56 per square
      foot in the 2004 period to $12.08 per square foot in the 2005 period. Base
      rent
      is impacted by the amortization of above or below market rate lease values
      recorded as part of the required purchase price allocation associated with
      the
      acquisition of the COROC portfolio. The values of the above and below market
      leases are amortized and recorded as either an increase (in the case of below
      market leases) or a decrease (in the case of above market leases) to rental
      income over the remaining term of the associated lease. For the 2005 period,
      we
      recorded an increase of $583,000 to rental income for the net amortization
      of
      market lease values compared with an increase of $647,000 for the 2004 period.
      If a tenant vacates its space prior to the contractual termination of the lease
      and no rental payments are being made on the lease, any unamortized balance
      of
      the related above or below market lease value will be written off and could
      materially impact our net income positively or negatively. For the period from
      September 30, 2004 to September 30, 2005, one of our centers experienced a
      negative occupancy trend of more than 10%.





22





Percentage
      rentals, which represent revenues based on a percentage of tenants' sales volume
      above predetermined levels (the "breakpoint"), increased $1.0 million or 34%,
      and on a weighted average GLA basis, increased $.13 per square foot to $.48
      in
      2005 compared to $.35 in 2004. The percentage rents in 2004 were reduced by
      an
      allocation to the previous owner of the COROC portfolio for their pro-rata
      share
      of percentage rents associated with tenants whose sales lease year began prior
      to December 19, 2003, the date of COROC’s acquisition of the portfolio. Reported
      same-space sales per square foot for the rolling twelve months ended September
      30, 2005 were $317 per square foot. This represents a 3% increase compared
      to
      the same period in 2004. Same-space sales is defined as the weighted average
      sales per square foot reported in space open for the full duration of each
      comparison period.





Expense
      reimbursements, which represent the contractual recovery from tenants of certain
      common area maintenance, insurance, property tax, promotional, advertising
      and
      management expenses, generally fluctuate consistently with the related
      reimbursable property operating expenses. Expense reimbursements, expressed
      as a
      percentage of property operating expenses, were 88% in both the 2005 and 2004
      periods.





Other
      income decreased $1.3 million, or 26%, in 2005 compared to 2004 and on a
      weighted average GLA basis, decreased $.15 per square foot from $.61 to $.46.
      Other income in the 2004 period includes gains from the sale of outparcels
      of
      land of $1.4 million compared to one outparcel sale in the 2005 period with
      a
      related gain of approximately $127,000.





Property
      operating expenses increased by $3.8 million, or 9%, in the 2005 period as
      compared to the 2004 period and, on a weighted average GLA basis, increased
      $.53
      per square foot from $5.17 to $5.70. The increase is due primarily to higher
      snow removal costs by approximately $715,000 in our northeastern properties
      in
      2005 versus 2004 and other increases in advertising and common area maintenance
      expenses.





General
      and administrative expenses increased $576,000, or 6%, in the 2005 period as
      compared to the 2004 period and on a weighted average GLA basis, increased
      $.09
      from $1.17 to $1.26. The increase is primarily due to compensation expense
      related to employee unit options granted in the second quarter of 2004 and
      restricted shares granted in 2004 and 2005 all of which are accounted for under
      FAS 123. As a percentage of total revenues, general and administrative expenses
      were 7% in both the 2004 and 2005 periods.





Depreciation
      and amortization per weighted average GLA decreased from $4.70 per square foot
      in the 2004 period to $4.43 per square foot in the 2005 period. This was due
      principally to the accelerated depreciation and amortization of certain assets
      in the acquisition of the COROC properties in December 2003 accounted for under
      FAS 141 for lease related intangibles with tenants that terminated their leases
      during the 2004 period.





Interest
      expense decreased $2.4 million, or 9%, during the 2005 period as compared to
      2004 period due primarily to the decrease in overall debt outstanding in the
      2005 period versus the 2004 period. Outstanding debt has been reduced through
      mortgage repayments and with proceeds from the Company’s September 2005 common
      share offering which were contributed to the Operating Partnership in exchange
      for 1,500,000 limited partnership units and the exercise of employee unit
      options during 2005. The average debt outstanding for the 2005 period was $461.3
      million versus $525.9 million for the 2004 period.





23








During
      the first quarter of 2005 we sold our center in Seymour, Indiana. However,
      under
      the provisions of FAS 144, the sale did not qualify for treatment as
      discontinued operations. During the second and third quarters of 2004, we sold
      properties in North Conway, New Hampshire and Dalton, Georgia that qualified
      for
      treatment as discontinued operations based on the guidance of FAS 144. For
      these
      properties, the results of operations for the nine months ended September 30,
      2004 are recorded in discontinued operations.





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





**LIQUIDITY
      AND CAPITAL RESOURCES**





Net
      cash
      provided by operating activities was $60.3 million and $62.6 million for the
      nine months ended September 30, 2005 and 2004, respectively. Net cash provided
      by operating activities decreased primarily due to changes in other assets.
      Net
      cash (used in) provided by investing activities was ($41.8) million and $8.9
      million during the first nine months of 2005 and 2004, respectively. The
      increase in cash used was due primarily to cash used in the 2005 period for
      the
      expansions at our Locust Grove, Georgia and Foley, Alabama centers and
      significant tenant allowances paid plus investments in short-term investments.
      This increase was offset by cash provided in the 2004 period of $20.3 million
      from sales of real estate. Net cash used in financing activities was $16.4
      million and $54.3 million during the first nine months of 2005 and 2004,
      respectively. Cash used in financing activities was lower in 2005 due to the
      Company’s issuance of 3,000,000 common shares in September 2005 from which the
      proceeds were contributed to the Operating Partnership in exchange for 1,500,000
      limited partnership units. A portion of the proceeds were used to pay down
      outstanding lines of credit during September 2005. The remainder of the proceeds
      were used to repay a portion of the John Hancock Life Insurance Company
      mortgages after September 30, 2005 on October 3, 2005. As of September 30,
      2005,
      the remaining proceeds of approximately $20.0 million were held in short-term,
      interest-bearing investments.





**Acquisitions,
      Developments, Dispositions and Joint Ventures**





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





ACQUISITIONS





In
      August
      2005, we announced the agreement to acquire for $282.5 million the remaining
      two
      thirds interests in the Charter Oak portfolio owned by an affiliate of
      Blackstone Real Estate Advisors, or Blackstone. The Charter Oak portfolio,
      comprised of nine factory outlet centers (approximately 3.3 million square
      feet), was acquired in December 2003 by a joint venture company, owned one
      third
      by us and two thirds by Blackstone. Since then, we have provided operating,
      management, leasing and marketing services for the properties. As a result
      of
      this transaction, the total amount of wholly-owned square footage in our real
      estate portfolio will increase by 66%, from 5.0 to 8.2 million square feet.
      Closing of the transaction is subject to certain conditions including those
      contained within an existing GMAC loan currently collateralizing the properties.
      We expect the transaction to close during November 2005.





24








DEVELOPMENTS





During
      September 2005, we substantially completed the construction of a 46,400 square
      foot expansion at our center located in Locust Grove, Georgia. The estimated
      cost of the expansion is approximately $6.6 million. Approximately 75% of the
      stores were open at September 30, 2005 with the remainder expected to commence
      operations during the fourth quarter of 2005. Tenants include Polo/Ralph Lauren,
      Sketchers, Children's Place and others. Upon completion of the store openings,
      our Locust Grove center will total approximately 294,000 square
      feet.





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





We
      have
      met our internal minimum leasing requirements and are in the process of closing
      on the acquisition of the land of a site located near Charleston, South
      Carolina, subject to closing conditions within the purchase agreement and expect
      to begin construction prior to the end of 2005. We currently expect the center
      to be approximately 350,000 square feet upon total build out with a scheduled
      opening date in late 2006.





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





We
      are
      also in the process of early development and leasing of sites in Deer Park,
      New
      York and Wisconsin Dells, Wisconsin through joint venture arrangements. See
      further discussion below.




DISPOSITIONS




In
      February 2005, we completed the sale of the outlet center on a portion of our
      property located in Seymour, Indiana. Net proceeds received from the sale of
      the
      center were approximately $2.0 million. We recorded a loss on sale of real
      estate of $3.8 million, net of minority interest of $847,000, during the first
      quarter of 2005. We continue to have a significant involvement in this location
      by retaining several outparcels and significant excess land adjacent to the
      disposed property. Management is considering various alternatives, including
      the
      potential sale of the remaining property.





JOINT
      VENTURES





*TWMB
      Associates, LLC*





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





25








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




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





*Tanger
      Wisconsin Dells, LLC*





In
      March
      2005, we established Tanger Wisconsin Dells, LLC, or Wisconsin Dells, a joint
      venture in which we have a 50% ownership interest with Tall Pines Development
      of
      Wisconsin Dells, LLC, or Tall Pines, as our venture partner, to construct and
      operate a Tanger Outlet center in Wisconsin Dells, Wisconsin. We and our partner
      each made an initial capital contribution of $50,000 to the joint venture in
      June 2005. In August 2005, each member made equal loans to Wisconsin Dells
      in
      the amount of $275,000. During the fourth quarter of 2005, Tall Pines will
      be
      contributing land to Wisconsin Dells with a value of approximately $5.6 million
      and we will make an equal capital contribution to Wisconsin Dells of $5.6
      million in cash. Wisconsin Dells has received a construction loan commitment
      the
      proceeds of which, together with the capital contributions, are expected to
      be
      sufficient to complete the construction of the outlet center. Construction
      of
      the outlet center, which is currently expected to be approximately 250,000
      square feet upon total build out, is expected to commence in 2005. The center
      is
      scheduled to open in late 2006. We have evaluated the accounting treatment
      for
      the joint venture under the guidance of FIN 46R and have concluded based on
      the
      current facts and circumstances that the equity method of accounting should
      be
      used to account for the joint venture.





*Deer
      Park Enterprise, LLC*





In
      October 2003, Deer Park Enterprise, LLC, or Deer Park, a joint venture in which
      we have a one-third ownership interest, entered into a sale-leaseback
      transaction for the location on which it ultimately will develop a shopping
      center that will contain both outlet and big box retail tenants in Deer Park,
      New York. The agreement consisted of the sale of the property to Deer Park
      for
      $29 million which was being leased back to the seller under an operating lease
      agreement. In conjunction with the real estate purchase, Deer Park closed on
      a
      loan in the amount of $19 million due in October 2005 and a purchase money
      mortgage note with the seller in the amount of $7 million. In October 2005,
      Bank
      of America committed to extend the maturity of the loan until October 2006.
      At
      the end of the lease in May 2005, the tenant vacated the property. However,
      the
      tenant did not satisfy all of the conditions necessary to terminate the lease
      and we are currently in litigation to recover from the tenant its on-going
      monthly lease payments and will continue to do so until recovered. Annual rents
      due from the tenant are $3.4 million. We intend to demolish the building and
      begin construction of the shopping center as soon as these conditions are
      satisfied. During the first nine months of 2005, we made additional equity
      contributions totaling $900,000 to Deer Park. During October 2005, we made
      an
      additional equity contribution of $450,000. Both of the other members made
      equity contributions equal to ours during the periods described above. ****





26








**Financing
      Arrangements**





In
      April
      2005, we paid in full at maturity a $13.7 million, 9.77% mortgage with New
      York
      Life with amounts available under our unsecured lines of credit. The collateral
      securing the mortgage, our Lancaster, Pennsylvania property, was released upon
      satisfaction of the loan. In September 2005, we paid in full at maturity a
      $7.0
      million, 9.125% mortgage with New York Life using the proceeds of the Company’s
      common share offering which were contributed to the Operating Partnership in
      exchange for 1,500,000 limited partnership units. The collateral securing the
      mortgage, our Commerce I, Georgia property, was released upon satisfaction
      of
      the loan.





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





In
      September 2005, the Company completed a 3,000,000 common share offering at
      a
      price of $27.09 per share to Cohen & Steers Capital Management, Inc., on
      behalf of itself and as investment adviser to certain investment advisory
      clients. Net proceeds from the sale which were approximately $81.0 million,
      were
      contributed to the Operating Partnership in exchange for 1,500,000 limited
      partnership units. The net proceeds were used to pay down amounts outstanding
      under our lines of credit, repay a mortgage with New York Life secured by our
      Commerce I property and to repay a portion of the John Hancock Life Insurance
      Company mortgages.





On
      October 3, 2005, we repaid in full our mortgage debt outstanding with John
      Hancock Life Insurance Company totaling approximately $77.4 million, with
      interest rates ranging from 7.875% to 7.98% and an original maturity date of
      April 1, 2009. As a result of the early repayment, we will incur a non-recurring
      charge for the early extinguishment of the John Hancock mortgage debt of
      approximately $9.8 million in the fourth quarter of 2005. The charge consists
      of
      a prepayment premium of approximately $9.4 million and the write-off of deferred
      loan fees totaling approximately $400,000. The repayment of the mortgages
      unencumbered the following outlet centers: Kittery I, Maine; San Marcos, Texas;
      West Branch, Michigan and Williamsburg, Iowa.





Following
      the early repayment of the John Hancock Life Insurance Company mortgage debt,
      Standard & Poor’s Ratings Service announced an upgrade of our senior
      unsecured debt rating to an investment grade rating of BBB-, citing our progress
      in unencumbering a number of our properties resulting in over half of the
      Company’s fully consolidated net operating income being generated by
      unencumbered properties.





At
      September 30, 2005, approximately 36% of our outstanding long-term debt,
      excluding debt premium, was unsecured and approximately 46% of the gross book
      value of our real estate portfolio was unencumbered. Giving effect to the
      unencumbrance of the properties that secured the John Hancock Life Insurance
      Company mortgages on October 3, 2005, approximately 54% of the gross book value
      of our real estate portfolio would be unencumbered. The weighted average
      interest rate, including loan cost amortization, on average debt outstanding
      for
      the three months ended September 30, 2005 and 2004 was 7.69% and 7.61%,
      respectively.





27








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





We
      maintain unsecured, revolving lines of credit that provided for unsecured
      borrowings of up to $125 million at September 30, 2005. All of our lines of
      credit have maturity dates of June 30, 2007. Based on cash provided by
      operations, existing credit facilities, ongoing negotiations with certain
      financial institutions and our ability to sell debt or equity subject to market
      conditions, we believe that we have access to the necessary financing to fund
      the planned capital expenditures during 2005 and 2006.





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





On
      October 13, 2005, the Company’s Board of Directors declared a $.6450 cash
      distribution per common unit payable on November 15, 2005 to each unitholder
      of
      record on October 31, 2005.





**Off-Balance
      Sheet Arrangements**





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





**New
      Accounting Pronouncements**





In
      December 2004, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment”, or
      FAS 123R, which replaces FAS 123 which we adopted effective January 1, 2003.
      We
      expect to adopt FAS 123R on January 1, 2006. We are evaluated the adoption
      of
      FAS 123R and do not expect it to have a material effect on our consolidated
      financial statements.





28








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





**Critical
      Accounting Policies and Estimates**





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





***Economic
      Conditions and Outlook***





The
      majority of our leases contain provisions designed to mitigate the impact of
      inflation. Such provisions include clauses for the escalation of base rent
      and
      clauses enabling us to receive percentage rentals based on tenants' gross sales
      (above predetermined levels, which we believe often are lower than traditional
      retail industry standards) that generally increase as prices rise. Most of
      the
      leases require the tenant to pay their share of property operating expenses,
      including common area maintenance, real estate taxes, insurance and advertising
      and promotion, thereby reducing exposure to increases in costs and operating
      expenses resulting from inflation.





While
      factory outlet stores continue to be a profitable and fundamental distribution
      channel for brand name manufacturers, some retail formats are more successful
      than others. As typical in the retail industry, certain tenants have closed,
      or
      will close certain stores by terminating their lease prior to its natural
      expiration or as a result of filing for protection under bankruptcy
      laws.





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





29








As
      of
      September 30, 2005, we have renewed approximately 1,302,000 square feet, or
      72%
      of the square feet scheduled to expire in 2005. The existing tenants have
      renewed at an average base rental rate approximately 7% higher than the expiring
      rate. We also re-tenanted approximately 395,000 square feet of vacant space
      during the first nine months of 2005 at a 7% increase in the average base rental
      rate from that which was previously charged. Our factory outlet centers
      typically include well-known, national, brand name companies. By maintaining
      a
      broad base of creditworthy tenants and a geographically diverse portfolio of
      properties located across the United States, we reduce our operating and leasing
      risks. No one tenant (including affiliates) accounted for more than 7.2% of
      our
      combined base and percentage rental revenues for the three months ended
      September 30, 2005. Accordingly, we do not expect any material adverse impact
      on
      our results of operations and financial condition as a result of leases to
      be
      renewed or stores to be re-leased.





As
      of
      September 30, 2005 and 2004, our centers were 97% and 96% occupied,
      respectively. Consistent with our long-term strategy of re-merchandising
      centers, we will continue to hold space off the market until an appropriate
      tenant is identified. While we believe this strategy will add value to our
      centers in the long-term, it may reduce our average occupancy rates in the
      near
      term.





30





**Item
      3. Quantitative and Qualitative Disclosures about Market
      Risk**





We
      are
      exposed to various market risks, including changes in interest rates. Market
      risk is the potential loss arising from adverse changes in market rates and
      prices, such as interest rates. We may periodically enter into certain interest
      rate protection and interest rate swap agreements to effectively convert
      floating rate debt to a fixed rate basis and to hedge anticipated future
      financings. We do not enter into derivatives or other financial instruments
      for
      trading or speculative purposes.





In
      September 2005, we entered into two forward starting interest rate lock
      protection agreements to hedge risk related to anticipated future financings
      in
      2005 and 2008. The likelihood of the occurrence of these anticipated
      transactions is dependent upon the closing in the fourth quarter of 2005 of
      the
      acquisition of the two-thirds interest in the COROC joint venture and the
      maturity of certain bonds in 2008 and or the maturity of the COROC mortgage
      with
      GMAC. The 2005 agreement locked the 10 year US Treasury index rate on or before
      December 16, 2005 at 4.279% on a notional amount of $125 million. The 2008
      agreement locked the US Treasury index rate on or before July 11, 2008 at 4.526%
      on a notional amount of $100 million. We anticipate unsecured debt transactions
      of at least the notional amount to occur in the designated periods.





The
      fair
      value of the interest rate protection agreements represents the estimated
      receipts or payments that would be made to terminate the agreement. At September
      30, 2005, we would have received approximately $1.4 million if we terminated
      the
      agreements. A 1% decrease in the US Treasury rate index would decrease the
      amount we would receive if the agreements were terminated by $17.6 million.
      The
      fair value is based on dealer quotes, considering current interest rates and
      remaining term to maturity. We do not intend to terminate the agreements prior
      to their maturity.





During
      the first quarter of 2005, TWMB entered into an interest rate swap to hedge
      floating rate debt on the permanent financing that was obtained in April 2005.
      The swap involves the exchange of fixed and variable interest rate payments
      based on a contractual principal amount and time period. Payments or receipts
      on
      the agreements are recorded as adjustments to interest expense. At September
      30,
      2005, TWMB’s interest rate swap agreement was effective through March 2010 with
      a notional amount of $35 million. Under this agreement, TWMB receives payment
      based on the 30 day LIBOR index and makes payment based on a fixed interest
      rate
      of 4.59%. This swap effectively changes the payment of interest on $35 million
      of variable rate construction debt to fixed rate debt for the contract period
      at
      a rate of 5.99%.





The
      fair
      value of the interest rate swap agreement represents the estimated receipts
      or
      payments that would be made to terminate the agreement. At September 30, 2005,
      TWMB would have paid approximately $121,000 to terminate the agreement. A 1%
      decrease in the 30 day LIBOR index would increase the amount paid by TWMB by
      $1.1 million to approximately $1.3 million. The fair value is based on dealer
      quotes, considering current interest rates and remaining term to maturity.
      TWMB
      does not intend to terminate the interest rate swap agreement prior to its
      maturity. The fair value of this derivative is currently recorded as a liability
      in TWMB’s balance sheet; however, if held to maturity, the value of the swap
      will be zero at that time.





The
      fair
      market value of long-term fixed interest rate debt is subject to market risk.
      Generally, the fair market value of fixed interest rate debt will increase
      as
      interest rates fall and decrease as interest rates rise. The estimated fair
      value of our total long-term debt at September 30, 2005 was $447.8 million
      and
      its recorded value was $434.6 million. A 1% increase from prevailing interest
      rates at September 30, 2005 would result in a decrease in fair value of total
      long-term debt by approximately $10.5 million. Fair values were determined
      from
      quoted market prices, where available, using current interest rates considering
      credit ratings and the remaining terms to maturity.





31








**Item
      4. Controls and Procedures**





Based
      on
      the most recent evaluation, the Chief Executive Officer and Vice President,
      Treasurer of the Operating Partnership’s general partner believe the Operating
      Partnership’s disclosure controls and procedures (as defined in Exchange Act
      Rules 13a-15(e) and 15d-15(e)) were effective as of September 30, 2005. There
      were no changes to the Operating Partnership’s internal controls over financial
      reporting during the third quarter ended September 30, 2005, that materially
      affected, or are reasonably likely to materially affect, the Operating
      Partnership’s internal controls over financial reporting.





**PART
      II. OTHER INFORMATION**





**Item
      1.**  **Legal
      Proceedings**





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





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





(a)
            Exhibits




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




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





10.20
            Form
                of Restricted Share Agreement between the Company and certain Officers
                with certain performance criteria vesting. (Note
                1)





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





10.22
            Purchase
                and Sale Agreement for interest in COROC Holdings, LLC between BROC
                Portfolio, L.L.C. and Tanger COROC,
                LLC





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




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




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




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







32





Notes
      to
      Exhibits:


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


(b)
            Reports
                on Form 8-K





August
      23, 2005 - We filed a Current Report on Form 8-K containing under Item 1.01,
      Entry into a Definitive Material Agreement, our press release announcing the
      entry into a purchase and sale agreement with Blackstone to acquire for $282.5
      million the remaining two thirds interests in the Charter Oak portfolio.





September
      1, 2005 - We filed a Current Report on Form 8-K containing under Item 9.01,
      Financial Statements and Exhibits, the proforma financial statements required
      under related to the pending acquisition of the remaining two thirds interests
      in the Charter Oak portfolio owned by Blackstone.





**SIGNATURES**








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








**TANGER
      PROPERTIES LIMITED PARTNERSHIP**





By:  TANGER
      GP
      TRUST, its sole general partner





By:  /s/
      Frank C. Marchisello, Jr.


Frank
      C. Marchisello, Jr.


Vice President, Treasurer and Assistant Secretary of Tanger GP Trust, sole
      general partner of the Registrant








DATE:
      October 24, 2005





33








**Exhibit
      Index**








Exhibit
      No.  Description


__________________________________________________________________________________







10.8
              Amended
                  and Restated Employment Agreement of Willard A. Chafin. (Note
                  1)
  10.19
              Form
                  of Restricted Share Agreement between the Company and certain Officers.
                  (Note 1)
 
 10.20
              Form
                  of Restricted Share Agreement between the Company and certain Officers
                  with certain performance criteria vesting. (Note
                  1)
 
 10.21
              Form
                  of Restricted Share Agreement between the Company and certain Directors.
                  (Note 1)
 
 10.22
              Purchase
                  and Sale Agreement for interest in COROC Holdings, LLC between
                  BROC
                  Portfolio, L.L.C. and Tanger COROC,
                  LLC
 
 31.1
              Principal
                  Executive Officer Certification Pursuant to 18 U.S.C. Section 1350,
                  as
                  Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of
                  2002.
  31.2
              Principal
                  Financial Officer Certification Pursuant to 18 U.S.C. Section 1350,
                  as
                  Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of
                  2002.
  32.1
              Principal
                  Executive Officer Certification Pursuant to 18 U.S.C. Section 1350,
                  as
                  Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of
                  2002.
  32.2
              Principal
                  Financial Officer Certification Pursuant to 18 U.S.C. Section 1350,
                  as
                  Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of
                  2002.