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 June 30, 2003

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

                        For the transition period from to

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

                      TANGER PROPERTIES LIMITED 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 X  No


                                       1
<PAGE>

                      TANGER PROPERTIES LIMITED PARTNERSHIP

                                      Index

                          Part I. Financial Information

                                                                    Page Number

Item 1. Financial Statements (Unaudited)


        Statements of Operations
           For the three and six months ended June 30, 2003 and 2002        3

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

        Statements of Cash Flows
           For the six months ended June 30, 2003 and 2002                  5

        Notes to Financial Statements                                       6

Item 2. Management's  Discussion and Analysis of Financial
        Condition and Results of Operations                                14

Item 3. Quantitative and Qualitative Disclosures about Market Risk         26

Item 4. Controls and Procedures                                            27

                           Part II. Other Information

Item 1. Legal proceedings                                                  28

Item 2. Changes in Securities and Use of Proceeds                          28

Item 6. Exhibits and Reports on Form 8-K                                   28

Signatures                                                                 29



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

                                                                              Three Months Ended               Six Months Ended
                                                                                   June 30,                       June 30,
                                                                               2003         2002              2003         2002
--------------------------------------------------------------------------------------------------------------------------------
                                                                                 (unaudited)                    (unaudited)
REVENUES
<S>                                                                        <C>          <C>               <C>          <C>
  Base rentals                                                             $ 19,806     $ 18,364          $ 39,428     $ 36,386
  Percentage rentals                                                            555          581               950        1,178
  Expense reimbursements                                                      8,456        7,275            16,886       14,515
  Other income                                                                  803          583             1,474        1,145
--------------------------------------------------------------------------------------------------------------------------------
       Total revenues                                                        29,620       26,803            58,738       53,224
--------------------------------------------------------------------------------------------------------------------------------
EXPENSES
  Property operating                                                         10,109        8,585            20,062       17,146
  General and administrative                                                  2,453        2,092             4,883        4,367
  Interest                                                                    6,556        7,118            13,280       14,247
  Depreciation and amortization                                               7,099        7,048            14,379       14,064
--------------------------------------------------------------------------------------------------------------------------------
       Total expenses                                                        26,217       24,843            52,604       49,824
--------------------------------------------------------------------------------------------------------------------------------
Income before equity in earnings of unconsolidated joint
ventures and discontinued operations                                          3,403        1,960             6,134        3,400
Equity in earnings of unconsolidated joint ventures                             280          (75)              372          (67)
--------------------------------------------------------------------------------------------------------------------------------
Income from continuing operations                                             3,683        1,885             6,506        3,333
Discontinued operations                                                        (761)         834              (815)       1,213
--------------------------------------------------------------------------------------------------------------------------------
Net income                                                                    2,922        2,719             5,691        4,546
Less applicable preferred unit distributions                                   (363)        (442)             (806)        (886)
--------------------------------------------------------------------------------------------------------------------------------
Income available to common unitholders                                      $ 2,559      $ 2,277           $ 4,885      $ 3,660
Income allocated to limited partners                                        $ 2,529      $ 2,246           $ 4,826      $ 3,610
--------------------------------------------------------------------------------------------------------------------------------
Income allocated to general partner                                            $ 30         $ 31              $ 59         $ 50
--------------------------------------------------------------------------------------------------------------------------------


Basic earnings per common unit:
Income from continuing operations                                             $ .26        $ .13             $ .46        $ .22
Net income                                                                    $ .20        $ .21             $ .39        $ .33
--------------------------------------------------------------------------------------------------------------------------------

Diluted earnings per common unit:
Income from continuing operations                                             $ .26        $ .13             $ .45        $ .22
Net income                                                                    $ .20        $ .20             $ .39        $ .33
--------------------------------------------------------------------------------------------------------------------------------

Distributions paid per common unit                                            $ .62        $ .61            $ 1.23       $ 1.22
--------------------------------------------------------------------------------------------------------------------------------

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

                                       3
<PAGE>
<TABLE>
<CAPTION>
                      TANGER PROPERTIES LIMITED PARTNERSHIP
                                 BALANCE SHEETS
                                 (In thousands)

                                                           June 30,          December 31,
                                                             2003                2002
-------------------------------------------------------------------------------------------
                                                                     (unaudited)
ASSETS
  Rental Property
<S>                                                           <C>                 <C>
    Land                                                      $ 50,474            $ 51,274
    Buildings, improvements and fixtures                       578,665             571,125
    Developments under construction                              2,490                 ---
-------------------------------------------------------------------------------------------
                                                               631,629             622,399
    Accumulated depreciation                                  (185,071)           (174,199)
-------------------------------------------------------------------------------------------
    Rental property, net                                       446,558             448,200
  Cash and cash equivalents                                        200               1,068
  Deferred charges, net                                          9,389              10,104
  Other assets                                                  12,685              18,008
-------------------------------------------------------------------------------------------
      Total assets                                           $ 468,832           $ 477,380
-------------------------------------------------------------------------------------------

LIABILITIES AND PARTNERS' EQUITY
  Liabilities
    Debt
    Senior, unsecured notes                                  $ 147,509           $ 150,109
    Mortgages payable                                          173,188             174,421
    Lines of credit                                             11,890              20,475
-------------------------------------------------------------------------------------------
                                                               332,587             345,005
  Construction trade payables                                    8,010               3,310
  Accounts payable and accrued expenses                         13,188              14,800
-------------------------------------------------------------------------------------------
      Total liabilities                                        353,785             363,115
-------------------------------------------------------------------------------------------
Commitments
Partners' equity
  General partner                                                1,016               1,141
  Limited partners                                             114,180             113,361
  Accumulated other comprehensive loss                            (149)               (237)
-------------------------------------------------------------------------------------------
      Total partners' equity                                   115,047             114,265
-------------------------------------------------------------------------------------------
      Total liabilities and partners' equity                 $ 468,832           $ 477,380
-------------------------------------------------------------------------------------------

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

                                       4
<PAGE>
<TABLE>
<CAPTION>
                      TANGER PROPERTIES LIMITED PARTNERSHIP
                            STATEMENTS OF CASH FLOWS
                                 (In thousands)

                                                                                       Six Months Ended
                                                                                            June 30,
                                                                                      2003            2002
-----------------------------------------------------------------------------------------------------------
                                                                                          (unaudited)
OPERATING ACTIVITIES
<S>                                                                                <C>             <C>
  Net income                                                                       $ 5,691         $ 4,546
  Adjustments to reconcile net income to net cash provided by
   operating activities:
    Depreciation and amortization (including discontinued operations)               14,468          14,371
    Amortization of deferred financing costs                                           623             628
    Equity in earnings of unconsolidated joint ventures                               (372)             67
    Compensation under Unit Option Plan                                                 51             ---
    Loss/(gain) on sale of real estate (included in discontinued operations)           735            (460)
    Gain on sale of outparcels of land                                                 ---             (31)
    Straight-line base rent adjustment                                                 112             101
  Increase (decrease) due to changes in:
    Other assets                                                                     1,674            (519)
    Accounts payable and accrued expenses                                           (1,512)         (3,144)
-----------------------------------------------------------------------------------------------------------
      Net cash provided by operating activites                                      21,470          15,559
-----------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Additions to rental property                                                      (5,036)         (2,944)
  Acquisition of rental property                                                    (4,700)            ---
  Additions to investments in unconsolidated joint ventures                           (952)            (80)
  Additions to deferred lease costs                                                   (836)           (753)
  Net proceeds from sale of real estate                                              2,076          17,291
  Decrease/(increase) in escrow from rental property sale                            4,006         (16,826)
  Distributions received from unconsolidated joint ventures                            650             ---
  Collections from officers                                                            ---              86
-----------------------------------------------------------------------------------------------------------
      Net cash used in investing activities                                         (4,792)         (3,226)
-----------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Cash distributions paid                                                          (15,960)        (14,332)
  Payments for redemption of preferred units                                          (372)            ---
  Proceeds from issuance of debt                                                    48,815          50,651
  Repayments of debt                                                               (61,233)        (51,009)
  Additions to deferred financing costs                                                (80)            (11)
  Proceeds from exercise of unit options                                            11,284           2,065
-----------------------------------------------------------------------------------------------------------
      Net cash used in financing activities                                        (17,546)        (12,636)
-----------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                                             (868)           (303)
Cash and cash equivalents, beginning of period                                       1,068             503
-----------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                             $ 200           $ 200
-----------------------------------------------------------------------------------------------------------

Supplemental schedule of non-cash investing activities:

     We purchase capital  equipment and incurs costs relating to construction of
new facilities, including tenant finishing allowances.  Expenditures included in
construction  trade payables as of June 30, 2003 and 2002 amounted to $8,010 and
$4,141, respectively.

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

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

1.   Business

Tanger Properties  Limited  Partnership,  a North Carolina limited  partnership,
develops,  owns,  operates and manages factory outlet centers. At June 30, 2003,
we operated 33 centers in 20 states  totaling 6.2 million  square  feet.  We are
controlled  by  Tanger  Factory  Outlet  Centers,   Inc.,  a   fully-integrated,
self-administered,  self-managed real estate investment trust ("REIT"),  as sole
shareholder  of our  general  partner,  Tanger  GP  Trust.  Unless  the  context
indicates  otherwise,   the  term  "Operating   Partnership"  refers  to  Tanger
Properties  Limited  Partnership and the term "Company" refers to Tanger Factory
Outlet Centers,  Inc. and Subsidiaries.  The terms "we", "our" and "us" refer to
the Operating Partnership or the Operating Partnership and the Company together,
as the context requires.

2.   Basis of Presentation

Our unaudited  financial  statements  have been prepared  pursuant to accounting
principles generally accepted in the United States of America and should be read
in  conjunction  with the financial  statements  and notes thereto of our Annual
Report on Form 10-K for the year ended  December 31, 2002.  Certain  information
and note  disclosures  normally  included in  financial  statements  prepared in
accordance with accounting principles generally accepted in the United States of
America have been  condensed or omitted  pursuant to the Securities and Exchange
Commission's  ("SEC") rules and regulations,  although  management believes that
the disclosures are adequate to make the information presented not misleading.

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

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

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



                                       6
<PAGE>

3.   Changes in Significant Accounting Policy

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

<TABLE>
<CAPTION>
                                                                           Three Months Ended          Six Months Ended
                                                                                June 30,                    June 30,

                                                                            2003         2002         2003          2002
-------------------------------------------------------------- --- -------------- ------------ ------------ -------------
<S>                                                                      <C>           <C>          <C>           <C>
Net income                                                               $ 2,922       $2,719       $5,691        $4,546

Add: Stock-based employee compensation expense
     included in net income                                                   25          ---           51           ---

Less: Total stock based employee compensation expense
      determined under fair value based method for all
      awards                                                                 (25)         (43)         (51)          (84)
-------------------------------------------------------------- --- -------------- ------------ ------------ -------------
Pro forma net income                                                     $ 2,922       $2,676       $5,691        $4,462
-------------------------------------------------------------- --- -------------- ------------ ------------ -------------
Earnings per unit:
     Basic - as reported                                                    $.20         $.21         $.39          $.33
     Basic - pro forma                                                       .20          .20          .39           .32

     Diluted - as reported                                                  $.20         $.20         $.39          $.33
     Diluted - pro forma                                                     .20          .20          .38           .32
-------------------------------------------------------------- --- -------------- ------------ ------------ -------------
</TABLE>

4.   Acquisition and Development of Owned Rental Properties

In January 2003, we acquired a 29,000 square foot, 100% leased expansion located
contiguous with our existing factory outlet center in Sevierville, Tennessee for
$4.7 million.  Construction of an additional 35,000 square foot expansion of the
center is currently  under way, with stores expected to begin opening during the
third quarter of 2003.

Commitments  to  complete   construction  of  the  expansions  to  the  existing
properties and other capital expenditure  requirements amounted to approximately
$137,000 at June 30, 2003.  Commitments  for  construction  represent only those
costs contractually required to be paid by us.

                                       7
<PAGE>

Interest costs capitalized  during the three months ended June 30, 2003 and 2002
amounted to $7,000 and $80,000,  respectively, and for the six months ended June
30, 2003 and 2002 amounted to $21,000 and $159,000, respectively.

5.   Disposition of Owned Rental Properties

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

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

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

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

                                                             Three Months Ended       Six Months Ended
                                                                  June 30,                 June 30,
                                                             2003         2002         2003           2002
-----------------------------------------------------  ----------- ------------ ------------ --------------
<S>                                                         <C>          <C>          <C>          <C>
Base rentals                                                $  31        $ 558        $  70        $ 1,125
Expense reimbursements                                         10          155           30            365
Other income                                                    1          ---            2              2
-----------------------------------------------------  ----------- ------------ ------------ --------------
     Total revenues                                            42          713          102          1,492

Property operating expenses                                    28          190           93            432
Depreciation and amortization                                  40          149           89            307
-----------------------------------------------------  ----------- ------------ ------------ --------------
     Total expenses                                            68          339          182            739
-----------------------------------------------------  ----------- ------------ ------------ --------------
Income before (loss)/gain on sale of real estate              (26)         374          (80)           753
(Loss)/gain on sale of real estate                           (735)         460         (735)           460
-----------------------------------------------------  ----------- ------------ ------------ --------------
Discontinued operations                                      (761)         834         (815)         1,213
-----------------------------------------------------  ----------- ------------ ------------ --------------
</TABLE>

                                       8
<PAGE>
6.   Investments in Real Estate Joint Ventures

In September 2001, we established  Tanger-Warren  Myrtle Beach, LLC ("TWMB"),  a
joint venture in which we have a 50% ownership interest with Rosen-Warren Myrtle
Beach LLC  ("Rosen-Warren") as our venture partner, to construct and operate the
Tanger Outlet center in Myrtle Beach,  South Carolina.  We and Rosen-Warren each
contributed  $4.3  million  in cash for a total  initial  equity in TWMB of $8.6
million.  In  June  2002,  the  first  phase  opened  100%  leased  at a cost of
approximately $35.4 million with approximately  260,000 square feet and 60 brand
name outlet tenants.  In May and June 2003,  49,000 square feet of stores opened
in our 64,000  square foot second phase which is expected to cost  approximately
$6.5  million.  The  remaining  15,000  square feet is expected to open later in
2003.  We and  Rosen-Warren  have  contributed  approximately  $1.1 million each
toward this second phase which will contain  approximately  22 additional  brand
name outlet tenants.

In  conjunction  with  the  construction  of  the  center,   TWMB  closed  on  a
construction  loan in September 2001 in the amount of $36.2 million with Bank of
America, NA (Agent) and SouthTrust Bank due in August 2005. As of June 30, 2003,
the construction loan had a $28.7 million balance.  In August 2002, TWMB entered
into an interest rate swap agreement with Bank of America,  NA effective through
August 2004 with a notional amount of $19 million.  Under this  agreement,  TWMB
receives a  floating  interest  rate based on the 30 day LIBOR  index and pays a
fixed  interest  rate of 2.49%.  This swap  effectively  changes  the payment of
interest  on $19  million  of  variable  rate  debt to fixed  rate  debt for the
contract  period at a rate of 4.49%.  TWMB pays  interest  on the balance of the
outstanding loan at a floating interest rate equal to LIBOR plus 2.00%. All debt
incurred by this unconsolidated  joint venture is collateralized by its property
as well as joint and several guarantees by Rosen-Warren and us.

Our investment in unconsolidated  real estate joint ventures as of June 30, 2003
and  December 31, 2002 was $4.6 million and $3.9  million,  respectively.  These
investments are recorded initially at cost and subsequently adjusted for our net
equity in the venture's income (loss) and cash  contributions and distributions.
Our  investment  in real estate joint  ventures are included in other assets and
are also  reduced by 50% of the  profits  earned  for  leasing  and  development
services we provided to the joint ventures.  The following  management,  leasing
and development  fees were recognized from services  provided to TWMB during the
three and six months ended June 30, 2003 and 2002 (in thousands):


                                 Three Months Ended         Six Months Ended
                                      June 30,                   June 30,
                                  2003        2002          2003           2002
--------------------------- ----------- ------------ ------------ --------------
Fee:
   Management                     $ 34        $ ---         $ 68          $ ---
   Leasing                          76           35          133             62
   Development                     (4)           30            9            102
--------------------------- ----------- ------------ ------------ --------------
Total Fees                       $ 106         $ 65        $ 210          $ 164
--------------------------- ----------- ------------ ------------ --------------


                                       9
<PAGE>
<TABLE>
<CAPTION>
Summary unaudited  financial  information of joint ventures  accounted for using
the equity method is as follows (in thousands):

                                                                 June 30,      December 31,
Summary Balance Sheets - Unconsolidated Joint Ventures:            2003            2002
--------------------------------------------------------- ---------------- ----------------
Assets:
<S>                                                               <C>              <C>
    Investment properties at cost, net                            $35,439          $32,153
    Cash and cash equivalents                                         634              514
    Deferred charges, net                                           1,872            1,751
    Other assets                                                    1,995            1,491
--------------------------------------------------------- ---------------- ----------------
        Total assets                                              $39,940          $35,909
--------------------------------------------------------- ---------------- ----------------
Liabilities and Owners' Equity
    Mortgage payable                                              $28,692          $25,513
    Construction trade payables                                     1,026            1,644
    Accounts payable and other liabilities                            828              522
--------------------------------------------------------- ---------------- ----------------
        Total liabilities                                          30,546           27,679
    Owners' equity                                                  9,394            8,230
--------------------------------------------------------- ---------------- ----------------
        Total liabilities and owners' equity                      $39,940          $35,909
--------------------------------------------------------- ---------------- ----------------
</TABLE>
<TABLE>
<CAPTION>

                                                          Three Months Ended            Six Months Ended
 Summary Statements of Operations-                             June 30,                     June 30,
 Unconsolidated Joint Ventures                             2003        2002            2003           2002
------------------------------------------------------ ----------- ------------ ------------ --------------
<S>                                                       <C>            <C>        <C>              <C>
 Revenues                                                 $ 2,158        $ 225      $ 3,885          $ 241
------------------------------------------------------ ----------- ------------ ------------ --------------
 Expenses:
      Property operating expenses                             782          385        1,486            385
      General and administrative                                3          ---           20            ---
      Interest                                                294          ---          619            ---
      Depreciation and amortization                           552          ---        1,080            ---
------------------------------------------------------ ----------- ------------ ------------ --------------
          Total expenses                                    1,631          385        3,205            385
------------------------------------------------------ ----------- ------------ ------------ --------------
 Net income/(loss)                                            527         (160)         680           (144)
------------------------------------------------------ ----------- ------------ ------------ --------------
Tanger Properties Limited Partnership share of:
------------------------------------------------------ ----------- ------------ ------------ --------------
Net income/(loss)                                            280          (75)          372            (67)
Depreciation (real estate related)                           266          ---           520            ---
------------------------------------------------------ ----------- ------------ ------------ --------------
</TABLE>

7.   Preferred Unit Redemption

On May 2, 2003,  the Company  announced that it would call for the redemption of
all of its  outstanding  Series A Cumulative  Convertible  Redeemable  Preferred
Shares (the "Preferred  Shares") held by the Preferred Stock  Depositary.  Since
preferred  units held by the  Company's  majority  owned  subsidiary,  Tanger LP
Trust,  are to be  redeemed  by the  Operating  Partnership  to the  extent  any
Preferred  Shares of the Company are redeemed,  proceeds  required to redeem the
Company's preferred shares were funded by the Operating  Partnership in exchange
for the  preferred  units held by the  Company.  Likewise,  preferred  units are
automatically  converted  into  limited  partnership  units to the extent of any
conversion of the Company's preferred shares into Common Shares.

The  Company's  Board of Directors set June 20, 2003 as the  redemption  date on
which all outstanding Depositary Shares, each representing 1/10th of a Preferred
Share would be  redeemed.  The  Preferred  Stock  Depositary  in turn called for
redemption,  as of the same redemption date, of all of the Preferred Shares. The
redemption price was $250 per Preferred Share ($25 per Depositary  Share),  plus
accrued and unpaid  dividends,  if any, to, but not  including,  the  redemption
date.


                                       10
<PAGE>
In lieu of  receiving  the cash  redemption  price,  holders  of the  Depositary
Shares,  at their option,  could exercise their right to convert each Depositary
Share into .901 common shares by following the instructions  for, and completing
the  Notice  of  Conversion  located  on the  back  of  their  Depositary  Share
certificates.  Those Depositary Shares, and the corresponding  Preferred Shares,
that  were  converted  to common  shares  did not  receive  accrued  and  unpaid
dividends,  if any, but were entitled to receive common dividends declared after
the date on which the Depositary Shares were converted to common shares.

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

As of May 2, 2003, 80,190 Preferred Shares,  representing  approximately 801,897
Depositary Shares,  were outstanding.  In total 787,008 of the Depositary Shares
were converted into 709,078 common shares and the Company redeemed the remaining
14,889  Depositary  Shares for $25 per share, plus accrued and unpaid dividends.
Likewise,   787,008   preferred   units  were  converted  into  709,078  limited
partnership  units and the Operating  Partnership  redeemed the remaining 14,889
preferred  units.  The Operating  Partnership  funded the  redemption,  totaling
approximately $375,000 from cash flow from operations.

8.   Earnings Per Unit
<TABLE>
<CAPTION>
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      Six Months Ended
                                                                   June 30,                  June 30,

                                                              2003         2002         2003          2002
------------------------------------------------------- ------------ ----------- ------------ -------------
Numerator:
<S>                                                          <C>         <C>          <C>           <C>
   Income from continuing operations                         $3,683      $1,885       $6,506        $3,333
   Less applicable preferred unit distributions                (363)      (442)         (806)         (886)
------------------------------------------------------- ------------ ----------- ------------ -------------
   Income   from   continuing   operations   available
     to common unitholders - basic and diluted                3,320       1,443        5,700         2,447
   Discontinued operations                                     (761)        834         (815)        1,213
------------------------------------------------------- ------------ ----------- ------------ -------------
   Net income available to common unitholders -
     basic and diluted                                       $2,559     $ 2,277       $4,885        $3,660
Denominator:
   Basic weighted average common units                       12,623      11,048       12,420        11,015
   Effect of outstanding unit options                           206         204          216           145
------------------------------------------------------- ------------ ----------- ------------ -------------
   Diluted weighted average common units                     12,829      11,252       12,636        11,160

Basic earnings per common unit:
Income from continuing operations                             $ .26        $.13         $.46          $.22
Discontinued operations                                        (.06)        .08         (.07)          .11
------------------------------------------------------- ------------ ----------- ------------ -------------
Net income                                                    $ .20        $.21         $.39          $.33

Diluted earnings per common unit:
Income from continuing operations                             $ .26        $.13         $.45          $.22
Discontinued operations                                        (.06)        .07         (.06)          .11
------------------------------------------------------- ------------ ----------- ------------ -------------
Net income                                                    $ .20        $.20         $.39          $.33
------------------------------------------------------- ------------ ----------- ------------ -------------
</TABLE>

                                       11
<PAGE>

The computation of diluted earnings per unit excludes options to purchase common
units when the exercise  price is greater  than the average  market price of the
common units for the period.  The market price of the common units is considered
to be  equivalent  to the market  price of the common  shares of Tanger  Factory
Outlet Centers, Inc., sole owner of the Operating Partnership's general partner.
Options  excluded totaled 211,000 and 316,000 for the three and six months ended
June 30, 2002. There were no options excluded from the computation for the three
or six months ended June 30, 2003. The assumed  conversion of preferred units to
common units as of the beginning of the year would have been anti-dilutive.

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

                                                 2003           2002
--------------------------------------- -------------- --------------
Preferred units                                   ---         80,190
--------------------------------------- -------------- --------------
Common units:
   General partner                            150,000        150,000
   Limited partners                        13,153,748     11,944,330
--------------------------------------- -------------- --------------
    Total                                  13,303,748     12,094,330
--------------------------------------- -------------- --------------


9.   Other Comprehensive Income - Derivative Financial Instruments

During  the  first  quarter  of 2003 our  interest  rate  swap,  which  had been
designated  as a cash flow hedge,  expired and  therefore  the fair value of the
swap became zero resulting in a change in fair value of $98,000. TWMB's interest
rate swap  agreement has been  designated as a cash flow hedge and is carried on
TWMB's  balance sheet at fair value.  At June 30, 2003,  our portion of the fair
value of TWMB's hedge is recorded as a $149,000 reduction to investment in joint
ventures. Total comprehensive income for the three and six months ended June 30,
2003 and 2002 is as follows (in thousands):
<TABLE>
<CAPTION>
                                                           Three Months Ended          Six Months Ended
                                                                June 30,                    June 30,
                                                            2003         2002         2003           2002
----------------------------------------------------- ----------- ------------ ------------ --------------
<S>                                                       <C>         <C>           <C>           <C>
Net income                                                $2,922      $ 2,719       $5,691        $ 4,546
----------------------------------------------------- ----------- ------------ ------------ --------------
Other comprehensive income:
     Change in fair value of our portion of
        TWMB cash flow hedge                                   4          ---         (10)            ---
     Change in fair value of cash flow hedge                 ---           86           98            377
----------------------------------------------------- ----------- ------------ ------------ --------------
         Other comprehensive income                            4           86           88            377
----------------------------------------------------- ----------- ------------ ------------ --------------
Total comprehensive income                                $2,926      $ 2,805       $5,779        $ 4,923
----------------------------------------------------- ----------- ------------ ------------ --------------

</TABLE>

                                       12
<PAGE>

10.  New Accounting Pronouncements

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

In January of 2003, the FASB issued  Interpretation  No. 46,  "Consolidation  of
Variable  Interest  Entities"  ("FIN 46").  FIN 46 clarifies the  application of
existing accounting pronouncements to certain entities in which equity investors
do not have the  characteristics  of a controlling  financial interest or do not
have sufficient equity at risk for the entity to finance its activities  without
additional  subordinated financial support from other parties. The provisions of
FIN 46 are effective immediately for all variable interests in variable interest
entities  created  after  January  31,  2003,  and we  will  need to  apply  its
provisions  to any existing  variable  interests in variable  interest  entities
beginning  July 1, 2003.  We are in the process of  evaluating  TWMB (Note 6) in
order to determine  whether the entity is a variable interest entity and whether
we are considered to be the primary beneficiary or whether we hold a significant
variable interest. TWMB is a joint venture arrangement where it is possible that
we may be required to consolidate or disclose  additional  information about our
50% interest in TWMB in the future.  Our maximum exposure to loss as a result of
our  involvement  in this joint venture is equal to our  investment in the joint
venture and our obligation under our joint and several guarantee of TWMB's debt,
all as disclosed in Note 6.

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


                                       13
<PAGE>

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

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

The discussion of our results of operations reported in the unaudited Statements
of  Operations  compares  the three and six months  ended June 30, 2003 with the
three and six months  ended  June 30,  2002.  Certain  comparisons  between  the
periods are made on a percentage  basis as well as on a weighted  average  gross
leasable area ("GLA") basis, a technique which adjusts for certain  increases or
decreases in the number of centers and corresponding  square feet related to the
development,  acquisition,  expansion or disposition of rental  properties.  The
computation of weighted average GLA,  however,  does not adjust for fluctuations
in occupancy which may occur subsequent to the original opening date.

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;

-    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;


                                       14
<PAGE>

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

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

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

-    business disruptions;

-    the ability to attract and retain qualified personnel;

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

-    retention of earnings.



                                       15
<PAGE>

General Overview

At June 30, 2003, we have ownership interests in or management  responsibilities
for 33 centers in 20 states  totaling  6.2 million  square  feet  compared to 32
centers in 21 states  totaling  5.5 million  square feet at June 30,  2002.  The
activity in our portfolio of properties since June 30, 2002 is summarized below:

<TABLE>
<CAPTION>
                                                                 No.
                                                                 of           GLA
                                                               Centers      (000's)      States
----------------------------------------------------------- ------------ ------------ -----------
<S>                                                                 <C>       <C>            <C>
As of June 30, 2002                                                  32        5,532          21
----------------------------------------------------------- ------------ ------------ -----------
     New development expansion:
         Myrtle Beach, South Carolina (joint venture)               ---           49         ---
     Acquisitions:
         Howell, Michigan (wholly-owned)                              1          325         ---
         Vero Beach, Florida (managed)                                1          329         ---
         Bourne, Massachusetts (managed)                              1           23           1
         Sevierville, Tennessee (wholly-owned)                      ---           29         ---
     Dispositions:
         Bourne, Massachusetts (wholly-owned)                       (1)         (23)         (1)
         Martinsburg, West Virginia (wholly-owned)                  (1)         (49)         (1)
----------------------------------------------------------- ------------ ------------ -----------
As of June 30, 2003                                                  33        6,215          20
----------------------------------------------------------- ------------ ------------ -----------
</TABLE>
<TABLE>
<CAPTION>
A summary of the  operating  results for the three and six months ended June 30,
2003  and  2002 is  presented  in the  following  table,  expressed  in  amounts
calculated on a weighted average GLA basis.

                                                                                   Three Months Ended         Six Months Ended
                                                                                         June 30,                  June 30,
                                                                                    2003         2002         2003          2002
---------------------------------------------------------------------- ----- ------------ ------------ ------------ -------------
GLA at end of period (000's)
<S>                                                                                <C>          <C>          <C>           <C>
     Wholly owned                                                                  5,449        5,167        5,449         5,167
     Partially owned (1)                                                             309          260          309           260
     Managed                                                                         457          105          457           105
---------------------------------------------------------------------- ----- ------------ ------------ ------------ -------------
Total GLA at end of period (000's)                                                 6,215        5,532        6,215         5,532
---------------------------------------------------------------------- ----- ------------ ------------ ------------ -------------
Weighted average GLA (000's) (2)                                                   5,448        5,094        5,445         5,094
Occupancy percentage at end of period (1)                                            96%          96%          96%           96%
   Per square foot for wholly owned properties
Revenues
   Base rentals                                                                    $3.64        $3.61        $7.24         $7.14
   Percentage rentals                                                                .10          .11          .18           .23
   Expense reimbursements                                                           1.55         1.43         3.10          2.85
   Other income                                                                      .15          .11          .27           .23
---------------------------------------------------------------------- ----- ------------ ------------ ------------ -------------
     Total revenues                                                                 5.44         5.26        10.79         10.45
---------------------------------------------------------------------- ----- ------------ ------------ ------------ -------------
Expenses
   Property operating                                                               1.86         1.69         3.68          3.36
   General and administrative                                                        .45          .41          .90           .86
   Interest                                                                         1.20         1.40         2.44          2.80
   Depreciation and amortization                                                    1.30         1.38         2.64          2.76
---------------------------------------------------------------------- ----- ------------ ------------ ------------ -------------
     Total expenses                                                                 4.81         4.88         9.66          9.78
---------------------------------------------------------------------- ----- ------------ ------------ ------------ -------------
Income before equity in earnings of unconsolidated joint ventures
  and discontinued operations                                                       $.63         $.38        $1.13          $.67
---------------------------------------------------------------------- ----- ------------ ------------ ------------ -------------

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

(2)  GLA of 100% owned properties  weighted by months of operations.  GLA is not
     adjusted for  fluctuations  in occupancy  that may occur  subsequent to the
     original opening date.

                                       16
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
The table set forth below  summarizes  certain  information  with respect to our
existing centers in which we have an ownership interest as of June 30, 2003.
                                                                               Mortgage Debt
                                                                                Outstanding
                                                                 GLA           (000's) as of                 %
Date Opened                             Location               (sq. ft.)       June 30, 2003             Occupied
---------------------------- ------------------------------- ------------ --- ---------------- ------- --------------
<S>                          <C>                                 <C>                  <C>                    <C>
Aug.  1994                   Riverhead, NY                       729,238                  ---                100
May   1993                   San Marcos, TX                      441,936              $37,629                 96
Feb.  1997 (1)               Sevierville, TN                     384,193                  ---                100
Dec.  1995                   Commerce II, GA                     342,556               29,500                 97
Sept. 2002 (1)               Howell, MI                          325,231                  ---                 99
Nov.  1994                   Branson, MO                         277,562               24,000                 99
May   1991                   Williamsburg, IA                    277,230               19,250                 98
Jun.   2002 (2)              Myrtle Beach, SC                    309,037                  ---                100
Oct.  1994 (1)               Lancaster, PA                       255,059               14,351                 96
Nov.  1994                   Locust Grove, GA                    248,854                  ---                 99
Feb.  1993                   Gonzales, LA                        245,199                  ---                 99
Jul.  1998 (1)               Fort Meyers, FL                     198,789                  ---                 89
Jul.  1989                   Commerce, GA                        185,750                8,056                 71
Feb.  1992                   Casa Grande, AZ                     184,768                  ---                 88
Aug.  1994                   Terrell, TX                         177,490                  ---                 97
Mar.  1998 (1)               Dalton, GA                          173,430               11,030                 95
Sept. 1994                   Seymour, IN                         141,051                  ---                 74
Dec.  1992                   North Branch, MN                    134,480                  ---                 99
Feb.  1991                   West Branch, MI                     112,420                7,002                 98
Jan.  1995                   Barstow, CA                         105,950                  ---                 80
Sept. 1997 (1)               Blowing Rock, NC                    105,448                9,588                 90
Jul.  1988                   Pigeon Forge, TN                     94,558                  ---                 97
Sept. 1997 (1)               Nags Head, NC                        82,254                6,506                100
Jul.  1988                   Boaz, AL                             79,575                  ---                 92
Jun.  1986                   Kittery I, ME                        59,694                6,276                100
Apr.  1988                   LL Bean, North Conway, NH            50,745                  ---                 91
Jun.  1988                   Kittery II, ME                       24,619                  ---                100
Mar.  1987                   Clover, North Conway, NH             11,000                  ---                100
---------------------------- ------------------------------- ------------ --- ---------------- ------- ----------
   Total                                                       5,758,116             $173,188                96%
============================ =============================== ============ === ================ ======= ==========

(1)  Represents date acquired by us.
(2)  Represents  center  operated by us through a 50% ownership  joint  venture.
     Mortgage debt of the joint venture  outstanding as of June 30, 2003 on this
     property is $28.7 million.
</TABLE>


                                       17
<PAGE>

RESULTS OF OPERATIONS

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

Base rentals increased $1.4 million,  or 8%, in the 2003 period when compared to
the same period in 2002. The increase is primarily due to the acquisition of the
Howell,  Michigan center during the third quarter of 2002 and the additional GLA
acquired at our Sevierville,  Tennessee center early during the first quarter of
2003. Base rent per weighted  average GLA increased by $.03 per square foot from
$3.61 per square  foot in the 2002  period  compared to $3.64 per square foot in
the 2003 period.  The  increase is  primarily  the result of the addition of the
Howell,  Michigan  acquisition  which had a higher  average base rent per square
foot compared to the portfolio average. While the overall portfolio occupancy at
June 30, 2003  remained  constant at 96% compared to June 30,  2002,  one center
experienced  negative  occupancy trends which were offset by positive  occupancy
gains in other centers.

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined levels (the "breakpoint"), decreased $26,000 or
4%, and on a weighted average GLA basis,  decreased $.01 per square foot in 2003
compared  to 2002.  Reported  same-space  sales per square  foot for the rolling
twelve months ended June 30, 2003 were $300 per square foot.  This  represents a
1.5% increase  compared to the same period in 2002.  Same-space sales is defined
as the  weighted  average  sales per square foot  reported in space open for the
full duration of each comparison  period.  Same-space sales for the three months
ended June 30, 2003 increased 6.3% compared to the same period of 2002.

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

Other  income  increased  $220,000,  or 38%,  in 2003  compared to 2002 and on a
weighted  average GLA basis,  increased  $.04 per square foot from $.11 to $.15.
The increase is due  primarily  to  increases in vending  income and income from
property management services.

Property  operating  expenses  increased  by $1.5  million,  or 18%, in the 2003
period as compared  to the 2002  period  and,  on a weighted  average GLA basis,
increased  $.17 per square foot from $1.69 to $1.86.  The increase is the result
of the  additional  operating  costs  of the  Howell,  Michigan  center  that we
acquired in  September  as well as  portfolio  wide  increases  in  advertising,
property taxes and property insurance costs.

General and  administrative  expenses  increased  $361,000,  or 17%, in the 2003
period  as  compared  to the 2002  period.  The  increase  is  primarily  due to
increases in employee compensation from headcount increases and increased travel
expenses.  Also, as a percentage of total revenues,  general and  administrative
expenses  were 8% in the 2003 and 2002  periods  and, on a weighted  average GLA
basis  increased $.04 per square foot from $.41in the 2002 period to $.45 in the
2003 period.

Interest expense decreased $562,000,  or 8%, during 2003 as compared to 2002 due
primarily to lower  outstanding  debt and lower  average  interest  rates during
2003. Since the 2002 period, we have reduced our outstanding  borrowings through
operating cash flows, proceeds from unit option exercises,  property sales and a
common  share  offering  by the  Company.  Also,  since June 30,  2002,  we have
purchased, $8.1 million of our outstanding 7.875% senior, unsecured public notes
that mature in October  2004.  The  purchases  were funded by amounts  available
under our  unsecured  lines of credit.  The  replacement  of the 2004 bonds with
funding  through lines of credit provided us with  additional  interest  expense
reduction as the lines of credit currently have a lower interest rate.

                                       18
<PAGE>

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

Equity in earnings from unconsolidated  joint ventures increased $355,000 in the
2003 period  compared to the 2002 period due to the opening of the Myrtle Beach,
South Carolina outlet center by TWMB in late June of 2002.

In accordance  with SFAS 144  "Accounting for the Impairment or Disposal of Long
Lived  Assets,"  effective  for  financial  statements  issued for fiscal  years
beginning  after  December 15, 2001,  results of operations  and gain/ (loss) on
sales of real estate for  properties  sold  subsequent  to December 31, 2001 are
reflected in the unaudited  Statements of Operations as discontinued  operations
for both periods  presented.  The decrease in discontinued  operations is due to
the 2003 period  reflecting the discontinued  operations and loss on sale of the
Martinsburg,  West Virginia  center only. The 2002 period  includes  Martinsburg
results as well as discontinued operations from the Ft. Lauderdale,  Florida and
Bourne,  Massachusetts  properties and a gain on the sale of the Ft.  Lauderdale
property  and  discontinued  operations  from two  outparcels  of land which had
related land leases with identifiable cash flows. . Comparison of the six months
ended June 30, 2003 to the six months ended June 30, 2002

Base rentals increased $3.0 million,  or 8%, in the 2003 period when compared to
the same period in 2002. The increase is primarily due to the acquisition of the
Howell,  Michigan center during the third quarter of 2002 and the additional GLA
acquired at our Sevierville,  Tennessee center early during the first quarter of
2003. Base rent per weighted  average GLA increased by $.10 per square foot from
$7.14 per square  foot in the 2002  period  compared to $7.24 per square foot in
the 2003 period.  The  increase  per square foot is primarily  the result of the
addition of the Howell,  Michigan  acquisition  which had a higher  average base
rent per square foot compared to the portfolio average.  In addition,  we had an
increase in termination revenue, a component of base rentals, of $163,000 during
the 2003 period compared to 2002. While the overall portfolio  occupancy at June
30,  2003  remained  constant  at 96%  compared  to June 30,  2002,  one  center
experienced  negative  occupancy trends which were offset by positive  occupancy
gains in other centers.

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined  levels (the "breakpoint"),  decreased $228,000
or 19%, and on a weighted  average GLA basis,  decreased $.05 per square foot in
2003 compared to 2002.

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

Other  income  increased  $329,000,  or 29%,  in 2003  compared to 2002 and on a
weighted  average GLA basis,  increased  $.04 per square foot from $.23 to $.27.
The increase is due  primarily  to  increases in vending  income and income from
property management services.

Property  operating  expenses  increased  by $2.9  million,  or 17%, in the 2003
period as compared  to the 2002  period  and,  on a weighted  average GLA basis,
increased  $.32 per square foot from $3.36 to $3.68.  The increase is the result
of the  additional  operating  costs  of the  Howell,  Michigan  center  that we
acquired in September 2002 as well increases in snow removal, property taxes and
property insurance costs.


                                       19
<PAGE>

General and  administrative  expenses  increased  $516,000,  or 12%, in the 2003
period  as  compared  to the 2002  period.  The  increase  is  primarily  due to
increases in employee compensation from headcount increases and increased travel
expenses.  Also, as a percentage of total revenues,  general and  administrative
expenses  were 8% in the 2003 and 2002  periods  and, on a weighted  average GLA
basis  increased  $.04 per square foot in the 2003  period  compared to the 2002
period.

Interest expense decreased $967,000,  or 7%, during 2003 as compared to 2002 due
primarily to lower  outstanding  debt and lower  average  interest  rates during
2003. Since the 2002 period, we have reduced our outstanding  borrowings through
operating cash flows, proceeds from unit option exercises,  property sales and a
common  share  offering  by the  Company.  Also,  since June 30,  2002,  we have
purchased, $8.1 million of our outstanding 7.875% senior, unsecured public notes
that mature in October  2004.  The  purchases  were funded by amounts  available
under our  unsecured  lines of credit.  The  replacement  of the 2004 bonds with
funding  through lines of credit provided us with  additional  interest  expense
reduction as the lines of credit currently have a lower interest rate.

Depreciation  and amortization per weighted average GLA decreased from $2.76 per
square  foot in the 2002  period to $2.64 per square foot in the 2003 period due
to a  lower  mix of  tenant  finishing  allowances  included  in  buildings  and
improvements which are depreciated over shorter lives (i.e. over lives generally
ranging  from 3 to 10 years as opposed  to other  construction  costs  which are
depreciated over lives ranging from 15 to 33 years).

Equity in earnings from unconsolidated  joint ventures increased $439,000 in the
2003 period  compared to the 2002 period due to the opening of the Myrtle Beach,
South Carolina outlet center by TWMB in late June of 2002.

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

LIQUIDITY AND CAPITAL RESOURCES

Net cash  provided by operating  activities  was $21.5 million and $15.6 million
for the six months ended June 30, 2003 and 2002,  respectively.  The increase in
cash  provided by operating  activities  is due  primarily  to the  increases in
income after  adjustments for non-cash items of approximately  $2.1 million when
comparing 2003 and 2002 and by changes in accounts  payable and accrued expenses
and other assets in 2003 compared to 2002. Net cash used in investing activities
was $4.8 and  $3.2  million  during  the  first  six  months  of 2003 and  2002,
respectively.  Cash used was higher in 2003  primarily due to the cash needed to
pay for the acquisition and subsequent  expansion in the Sevierville,  Tennessee
center offset by the cash provided by the sale of our Martinsburg, West Virginia
center.  Net cash  used in  financing  activities  was $17.5  million  and $12.6
million  during  the six  months of 2003 and 2002,  respectively.  Cash used was
higher in 2003 due to increased  distributions  in 2003 compared to 2002 and due
to cash used to reduce our overall debt at June 30, 2003.

                                       20
<PAGE>

Acquisitions and Dispositions

In January 2003, we acquired a 29,000 square foot, 100% leased expansion located
contiguous with our existing factory outlet center in Sevierville,  Tennessee at
a purchase price of $4.7 million.  Construction  of an additional  35,000 square
foot  expansion of the center is currently  under way,  with stores  expected to
begin  opening  during the third  quarter  of 2003.  The  estimated  cost of the
expansion is  approximately  $4 million.  Upon completion of the expansion,  the
Sevierville center will total approximately 419,000 square feet.

During the second quarter of 2003,  TWMB completed the 64,000 square foot second
phase of its center in Myrtle Beach, South Carolina.  The center now totals over
324,000  square  feet.  Stores,   aggregating  49,000  square  feet,   commenced
operations  during May and June 2003, with the remaining stores expected to open
later this year. The estimated cost of this second phase is  approximately  $6.5
million.

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

Joint Ventures

In September 2001, we established  Tanger-Warren  Myrtle Beach, LLC ("TWMB"),  a
joint venture in which we have a 50% ownership interest with Rosen-Warren Myrtle
Beach LLC  ("Rosen-Warren") as our venture partner, to construct and operate the
Tanger Outlet center in Myrtle Beach,  South Carolina.  We and Rosen-Warren each
contributed  $4.3  million  in cash for a total  initial  equity in TWMB of $8.6
million.  In  June  2002  the  first  phase  opened  100%  leased  at a cost  of
approximately $35.4 million with approximately  260,000 square feet and 60 brand
name outlet tenants.  In May and June 2003,  49,000 square feet of stores opened
in our 64,000  square foot second phase which is expected to cost  approximately
$6.5  million.  The  remaining  15,000  square feet is expected to open later in
2003.  We and  Rosen-Warren  have  contributed  approximately  $1.1 million each
toward this second phase which will contain  approximately  22 additional  brand
name outlet tenants.

In  conjunction  with  the  construction  of  the  center,   TWMB  closed  on  a
construction  loan in September 2001 in the amount of $36.2 million with Bank of
America, NA (Agent) and SouthTrust Bank due in August 2005. As of June 30, 2003,
the construction loan had a $28.7 million balance.  In August 2002, TWMB entered
into an interest rate swap agreement with Bank of America,  NA effective through
August 2004 with a notional amount of $19 million.  Under this  agreement,  TWMB
receives a  floating  interest  rate based on the 30 day LIBOR  index and pays a
fixed  interest  rate of 2.49%.  This swap  effectively  changes  the payment of
interest  on $19  million  of  variable  rate  debt to fixed  rate  debt for the
contract  period at a rate of 4.49%.  TWMB pays  interest  on the balance of the
outstanding loan at a floating interest rate equal to LIBOR plus 2.00%. All debt
incurred by this unconsolidated  joint venture is collateralized by its property
as well as joint and several guarantees by Rosen-Warren and us. We do not expect
events to occur that would trigger the  provisions of the guarantee  because our
properties have historically  produced  sufficient cash flow to meet the related
debt service requirements.

Either  partner in TWMB has the right to  initiate  the sale or  purchase of the
other party's interest. If such action is initiated, one partner 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 partners'
roles in this transaction would be determined by the tossing of a coin, commonly
known as a Russian roulette  provision.  If either Rosen-Warren or we enact this
provision  and  depending  on our role in the  transaction  as either  seller or
purchaser,  we can  potentially  incur  a  cash  outflow  for  the  purchase  of
Rosen-Warren's  interest.  However,  we do not expect this event to occur in the
near future based on the positive  results and  expectations  of developing  and
operating an outlet center in the Myrtle Beach area.


                                       21
<PAGE>

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

Preferred Unit Redemption

On May 2, 2003,  the Company  announced that it would call for the redemption of
all of its  outstanding  Series A Cumulative  Convertible  Redeemable  Preferred
Shares (the "Preferred  Shares") held by the Preferred Stock  Depositary.  Since
preferred  units held by the  Company's  majority  owned  subsidiary,  Tanger LP
Trust,  are to be  redeemed  by the  Operating  Partnership  to the  extent  any
Preferred  Shares of the Company are redeemed,  proceeds  required to redeem the
Company's preferred shares were funded by the Operating  Partnership in exchange
for the  preferred  units held by the  Company.  Likewise,  preferred  units are
automatically  converted  into  limited  partnership  units to the extent of any
conversion of the Company's preferred shares into Common Shares.

The  Company's  Board of Directors set June 20, 2003 as the  redemption  date on
which all outstanding Depositary Shares, each representing 1/10th of a Preferred
Share would be  redeemed.  The  Preferred  Stock  Depositary  in turn called for
redemption,  as of the same redemption date, of all of the Preferred Shares. The
redemption price was $250 per Preferred Share ($25 per Depositary  Share),  plus
accrued and unpaid  dividends,  if any, to, but not  including,  the  redemption
date.


                                       22
<PAGE>
In lieu of  receiving  the cash  redemption  price,  holders  of the  Depositary
Shares,  at their option,  could exercise their right to convert each Depositary
Share into .901 common shares by following the instructions  for, and completing
the  Notice  of  Conversion  located  on the  back  of  their  Depositary  Share
certificates.  Those Depositary Shares, and the corresponding  Preferred Shares,
that  were  converted  to common  shares  did not  receive  accrued  and  unpaid
dividends,  if any, but were entitled to receive common dividends declared after
the date on which the Depositary Shares were converted to common shares.

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

As of May 2, 2003, 80,190 Preferred Shares,  representing  approximately 801,897
Depositary Shares,  were outstanding.  In total 787,008 of the Depositary Shares
were converted into 709,078 common shares and the Company redeemed the remaining
14,889  Depositary  Shares for $25 per share, plus accrued and unpaid dividends.
Likewise,   787,008   preferred   units  were  converted  into  709,078  limited
partnership  units and the Operating  Partnership  redeemed the remaining 14,889
preferred  units.  The Operating  Partnership  funded the  redemption,  totaling
approximately $375,000 from cash flow from operations.

Financing Arrangements

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

At  June  30,  2003,   approximately  48%  of  our  outstanding  long-term  debt
represented  unsecured  borrowings and approximately 61% of the gross book value
of our real  estate  portfolio  was  unencumbered.  The average  interest  rate,
including  loan cost  amortization,  on average debt  outstanding  for the three
months ended June 30, 2003 was 7.83%.


                                       23
<PAGE>

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

We maintain  unsecured,  revolving  lines of credit that  provided for unsecured
borrowings  up to $85 million at June 30, 2003.  All of our lines of credit have
maturity  dates of June 30, 2005. We,  together with the Company,  also have the
ability through our shelf registration to issue up to $400 million in either all
debt or all equity or any combination thereof up to $400 million.  Based on cash
provided by operations,  existing credit facilities,  ongoing  negotiations with
certain financial institutions and our ability to sell debt or equity subject to
market conditions,  we believe that we have access to the necessary financing to
fund the planned capital expenditures during 2003.

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

On July 10, 2003, our Board of Trustees  declared a $.6150 cash distribution per
common unit payable on August 15, 2003 to each  unitholder of record on July 31,
2003.

New Accounting Pronouncements

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

In January of 2003, the FASB issued  Interpretation  No. 46,  "Consolidation  of
Variable  Interest  Entities"  ("FIN 46").  FIN 46 clarifies the  application of
existing accounting pronouncements to certain entities in which equity investors
do not have the  characteristics  of a controlling  financial interest or do not
have sufficient equity at risk for the entity to finance its activities  without
additional  subordinated financial support from other parties. The provisions of
FIN 46 are effective immediately for all variable interests in variable interest
entities  created  after  January  31,  2003,  and we  will  need to  apply  its
provisions  to any existing  variable  interests in variable  interest  entities
beginning  July 1, 2003.  We are in the process of  evaluating  TWMB (Note 6) in
order to determine  whether the entity is a variable interest entity and whether
we are considered to be the primary beneficiary or whether we hold a significant
variable interest. TWMB is a joint venture arrangement where it is possible that
we may be required to consolidate or disclose  additional  information about our
50% interest in TWMB in the future.  Our maximum exposure to loss as a result of
our  involvement  in this joint venture is equal to our  investment in the joint
venture and our obligation under our joint and several guarantee of TWMB's debt,
all as disclosed in Note 6.

                                       24
<PAGE>

Funds from Operations ("FFO")

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

Below is a  calculation  of funds from  operations  for the three and six months
ended June 30, 2003 and 2002 (in thousands):
                                                                          Three Months Ended           Six Months Ended
                                                                               June 30,                     June 30,
                                                                              2003         2002         2003          2002
------------------------------------------------------------------------ ------------ ------------ ------------ -------------
Funds from Operations:
<S>                                                                         <C>          <C>         <C>            <C>
  Net income                                                                $2,922       $2,719      $ 5,691        $4,546
  Adjusted for:
    Depreciation and amortization
      attributable to discontinued operations                                   40          150           89           307
    Depreciation and amortization uniquely significant to real estate -
      wholly owned                                                           7,026        6,974       14,232        13,917
    Depreciation and amortization uniquely significant to real estate -
      joint ventures                                                           266          ---          520           ---
    Loss/(gain) on sale of real estate                                         735         (460)         735          (460)
------------------------------------------------------------------------ ------------ ------------ ------------ -------------
         Funds from operations                                             $10,989       $9,383      $21,267       $18,310
------------------------------------------------------------------------ ------------ ------------ ------------ -------------

Weighted average units outstanding (1)                                      13,418       11,975       13,291        11,885
------------------------------------------------------------------------ ------------ ------------ ------------ -------------
------------------------------------------------------------------------ ------------ ------------ ------------ -------------

(1)  Assumes our  preferred  units and unit options are all  converted to common
     units.
</TABLE>
                                       25

<PAGE>

Economic Conditions and Outlook

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

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

During  2003,  we have  approximately  1,070,000  square feet of our  portfolio,
coming up for  renewal.  If we are  unable to  successfully  renew or  release a
significant  amount of this space on favorable  economic terms, the loss in rent
could have a material adverse effect on our results of operations.

As of June 30, 2003, we have renewed  approximately  777,000 square feet, or 73%
of the square  feet  scheduled  to expire in 2003.  The  existing  tenants  have
renewed at an average base rental rate approximately 1% higher than the expiring
rate. We also  re-tenanted  207,000 square feet of vacant space during the first
six months of 2003 at a 3% increase  in the  average  base rental rate from that
which was  previously  charged.  Our factory outlet  centers  typically  include
well-known,  national,  brand name  companies.  By  maintaining  a broad base of
creditworthy  tenants  and a  geographically  diverse  portfolio  of  properties
located across the United States,  we reduce our operating and leasing risks. No
one tenant (including  affiliates)  accounted for more than 6.1% of our combined
base and  percentage  rental  revenues  for the six months  ended June 30, 2003.
Accordingly,  we do not expect any  material  adverse  impact on our  results of
operations and financial condition as a result of leases to be renewed or stores
to be released.

As of June 30, 2003 and 2002, our centers were 96% occupied. Consistent with our
long-term strategy of  re-merchandising  centers, we will continue to hold space
off the market until an appropriate tenant is identified.  While we believe this
strategy  will add value to our  centers  in the  long-term,  it may  reduce our
average occupancy rates in the near term.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

To manage our exposure to interest rate changes,  we negotiate  long-term  fixed
rate  debt  instruments  and from time to time  enter  into  interest  rate swap
agreements.  The swaps involve the exchange of fixed and variable  interest rate
payments based on a contractual  principal  amount and time period.  Payments or
receipts on the agreements are recorded as adjustments to interest  expense.  At
June 30, 2003, TWMB had an interest rate swap agreement effective through August
2004 with a notional amount of $19 million. Under this agreement,  TWMB receives
a  floating  interest  rate  based on the 30 day  LIBOR  index  and pays a fixed
interest rate of 2.49%. This swap effectively changes the payment of interest on
$19  million  of  variable  rate  construction  debt to fixed  rate debt for the
contract period at a rate of 4.49%.


                                       26
<PAGE>

The fair value of the interest  rate swap  agreement  represents  the  estimated
receipts or payments that would be made to terminate the agreement.  At June 30,
2003, TWMB would have paid approximately  $297,000 to terminate the agreement. A
1% decrease in the 30 day LIBOR index would  increase the amount paid by TWMB by
$224,000 to  approximately  $521,000.  The fair value is based on dealer quotes,
considering current interest rates and remaining term to maturity. TWMB does not
intend to terminate the interest rate swap agreement prior to its maturity.  The
fair value of this  derivative  is  currently  recorded as a liability in TWMB's
unaudited Balance Sheets;  however,  if held to maturity,  the value of the swap
will be zero at that time.

The fair market value of long-term fixed interest rate debt is subject to market
risk. Generally, the fair market value of fixed interest rate debt will increase
as interest  rates fall and decrease as interest  rates rise. The estimated fair
value of our total  long-term  debt at June 30, 2003 was $359.1  million and its
recorded value was $332.6 million. A 1% increase from prevailing  interest rates
at June 30,  2003 would  result in a decrease  in fair value of total  long-term
debt by  approximately  $11.5 million.  Fair values were  determined from quoted
market prices, where available,  using current interest rates considering credit
ratings and the remaining terms to maturity.

Item 4. Controls and Procedures

The  Chief  Executive  Officer,  Stanley  K.  Tanger,  and  Treasurer,  Frank C.
Marchisello,  Jr., of Tanger GP Trust,  sole general  partner of the registrant,
evaluated  the  effectiveness  of  the  registrant's   disclosure  controls  and
procedures as of the report period ended June 30, 2003  (Evaluation  Date),  and
concluded that, as of the Evaluation Date, the registrant's  disclosure controls
and  procedures  were  effective to ensure that  information  the  registrant is
required to disclose in its filings with the Securities and Exchange  Commission
under the Securities and Exchange Act of 1934 is recorded, processed, summarized
and reported,  within the time periods  specified in the Commission's  rules and
forms, and to ensure that information required to be disclosed by the registrant
in the  reports  that  it  files  under  the  Exchange  Act is  accumulated  and
communicated to the registrant's  management,  including its principal executive
officer  and  principal  financial  officer,  as  appropriate  to  allow  timely
decisions regarding required disclosure.

There were no significant  changes in the registrant's  internal  controls or in
other factors that could  significantly  affect these controls subsequent to the
Evaluation Date.

                                       27
<PAGE>
                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 2. Changes in Securities and Use of Proceeds

During the second  quarter the Company  completed  the  redemption of all of its
outstanding  Depositary  Shares  representing  Series A  Cumulative  Convertible
Redeemable  Preferred  Shares  and  the  Operating   Partnership  completed  the
redemption of its like amount of preferred  units held by the  Company's  wholly
owned  subsidiary,  Tanger LP Trust. As of May 2, 2003, 80,190 Preferred Shares,
representing  approximately  801,897  Depositary  Shares (and 801,897  preferred
units),  were  outstanding.  In total  787,008  of the  Depositary  Shares  were
voluntarily  converted into 709,078 common shares by the preferred  shareholders
and the Company  redeemed the  remaining  14,889  Depositary  Shares for $25 per
share, plus accrued and unpaid dividends. Likewise, 787,008 preferred units were
converted into 709,078 limited  partnership units and the Operating  Partnership
redeemed the remaining 14,889 preferred units.

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

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

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

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

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

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


                                       28
<PAGE>
                                   SIGNATURES


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


                      TANGER PROPERTIES LIMITED PARTNERSHIP

                      By:       Tanger GP Trust, its general partner


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


DATE: August 13, 2003



                                       29
<PAGE>


                                  Exhibit Index


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

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.


                                       30