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, 2004

                                       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 PARTNERHSIP

                                      Index

                          Part I. Financial Information

<TABLE>
<CAPTION>
                                                                                         Page Number
Item 1.  Financial Statements (Unaudited)

          Consolidated Statements of Operations
<S>                                                           <C>                           <C>
            For the three and six months ended June 30, 2004 and 2003                         3

          Consolidated Balance Sheets
            As of June 30, 2004 and December 31, 2003                                         4

          Consolidated Statements of Cash Flows
            For the six months ended June 30, 2004 and 2003                                   5

          Notes to Consolidated Financial Statements                                          6

Item 2.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations                                                12

Item 3.  Quantitative and Qualitative Disclosures about Market Risk                          25

Item 4.  Controls and Procedures                                                             26

                           Part II. Other Information

Item 1.  Legal proceedings                                                                   27

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

Signatures                                                                                   28
</TABLE>


                                       2
<PAGE>

<TABLE>
<CAPTION>


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

                                                                              Three Months Ended              Six Months Ended
                                                                                   June 30,                      June 30,
                                                                               2004         2003              2004        2003
-------------------------------------------------------------------------------------------------------------------------------
                                                                                (unaudited)                   (unaudited)
REVENUES
<S>                                                                        <C>          <C>               <C>         <C>
  Base rentals                                                             $ 32,440     $ 19,306          $ 64,277    $ 38,361
  Percentage rentals                                                            957          549             1,670         944
  Expense reimbursements                                                     13,173        8,226            25,189      16,435
  Other income                                                                2,395          791             3,253       1,450
-------------------------------------------------------------------------------------------------------------------------------
       Total revenues                                                        48,965       28,872            94,389      57,190
-------------------------------------------------------------------------------------------------------------------------------
EXPENSES
  Property operating                                                         14,926        9,749            28,514      19,314
  General and administrative                                                  3,254        2,451             6,413       4,881
  Depreciation and amortization                                              13,117        6,880            25,429      13,936
-------------------------------------------------------------------------------------------------------------------------------
       Total expenses                                                        31,297       19,080            60,356      38,131
-------------------------------------------------------------------------------------------------------------------------------
Operating income                                                             17,668        9,792            34,033      19,059
  Interest expense                                                            8,900        6,556            17,764      13,279
-------------------------------------------------------------------------------------------------------------------------------
Income before equity in earnings of unconsolidated joint ventures,
minority interest and discontinued operations                                 8,768        3,236            16,269       5,780
Equity in earnings of unconsolidated joint ventures                             275          279               440         372
Minority interest in consolidated joint venture                              (6,619)         ---           (13,212)        ---
-------------------------------------------------------------------------------------------------------------------------------
Income from continuing operations                                             2,424        3,515             3,497       6,152
Discontinued operations                                                       2,162         (593)            2,331        (461)
-------------------------------------------------------------------------------------------------------------------------------
Net income                                                                    4,586        2,922             5,828       5,691
Less applicable preferred unit distributions                                    ---         (363)              ---        (806)
-------------------------------------------------------------------------------------------------------------------------------
Net income available to partners                                              4,586        2,559             5,828       4,885
Income allocated to the limited partners                                      4,544        2,529             5,775       4,826
-------------------------------------------------------------------------------------------------------------------------------
Income allocated to the general partner                                        $ 42         $ 30              $ 53        $ 59
-------------------------------------------------------------------------------------------------------------------------------

Basic earnings per common unit:
  Income from continuing operations                                           $ .15        $ .25             $ .21       $ .43
  Net income                                                                  $ .28        $ .20             $ .35       $ .39
-------------------------------------------------------------------------------------------------------------------------------

Diluted earnings per common unit:
  Income from continuing operations                                           $ .15        $ .25             $ .21       $ .43
  Net income                                                                  $ .28        $ .20             $ .35       $ .39
-------------------------------------------------------------------------------------------------------------------------------

Distributions paid per common unit                                          $ .6250      $ .6150          $ 1.2400    $ 1.2275
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       3
<PAGE>



<TABLE>
<CAPTION>


                   TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
                                CONSOLIDATED BALANCE SHEETS


                                                                                                  June 30,         December 31,
                                                                                                    2004               2003
--------------------------------------------------------------------------------------------------------------------------------
ASSETS                                                                                                   (unaudited)
  Rental property
<S>                                                                                               <C>                 <C>
    Land                                                                                          $ 115,541           $ 119,833
    Buildings, improvements and fixtures                                                            965,394             958,720
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                  1,080,935           1,078,553
    Accumulated depreciation                                                                       (209,359)           (192,698)
--------------------------------------------------------------------------------------------------------------------------------
    Rental property, net                                                                            871,576             885,855
  Cash and cash equivalents                                                                           8,677               9,864
  Deferred charges, net                                                                              64,747              68,568
  Other assets                                                                                       26,701              22,528
--------------------------------------------------------------------------------------------------------------------------------
    Total assets                                                                                  $ 971,701           $ 986,815
--------------------------------------------------------------------------------------------------------------------------------

LIABILITIES, MINORITY INTEREST AND PARTNERS' EQUITY
Liabilities
  Debt
    Senior, unsecured notes                                                                       $ 147,509           $ 147,509
    Mortgages payable (including a debt premium of $10,608 and $11,852, respectively)               366,065             370,160
    Lines of credit                                                                                     ---              22,650
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                    513,574             540,319
  Construction trade payables                                                                         6,300               4,345
  Accounts payable and accrued expenses                                                              18,300              17,403
--------------------------------------------------------------------------------------------------------------------------------
    Total liabilities                                                                               538,174             562,067
--------------------------------------------------------------------------------------------------------------------------------
Commitments
Minority interest in consolidated joint venture                                                     220,225             218,148
--------------------------------------------------------------------------------------------------------------------------------
Partners' equity
  General partner                                                                                       816                 949
  Limited partner                                                                                   215,912             205,733
  Deferred compensation                                                                              (3,406)                ---
  Accumulated other comprehensive loss                                                                  (20)                (82)
--------------------------------------------------------------------------------------------------------------------------------
    Total partners' equity                                                                          213,302             206,600
--------------------------------------------------------------------------------------------------------------------------------
      Total liabilities, minority interest and partners' equity                                   $ 971,701           $ 986,815
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       4
<PAGE>


<TABLE>
<CAPTION>

                             TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 (In thousands)
                                                                                              Six Months Ended
                                                                                                    June 30,
                                                                                              2004           2003
------------------------------------------------------------------------------------------------------------------
                                                                                                   (unaudited)
OPERATING ACTIVITIES
<S>                                                                                        <C>            <C>
  Net income                                                                               $ 5,828        $ 5,691
  Adjustments to reconcile net income to net cash provided by
   operating activities
    Depreciation and amortization (including discontinued operations)                       25,559         14,468
    Amortization of deferred financing costs                                                   727            623
    Equity in earnings of unconsolidated joint ventures                                       (440)          (372)
    Consolidated joint venture minority interest                                            13,212            ---
    Compensation expense related to restricted shares and share and unit options granted     1,003             51
    Amortization of premium on assumed indebtedness                                         (1,245)           ---
    (Gain) loss on sale of real estate (included in discontinued operations)                (2,084)           735
    (Gain) on sale of outparcels of land                                                    (1,219)           ---
    Net accretion of market rent rate adjustment                                              (370)           ---
    Straight-line base rent adjustment                                                        (218)           112
    Increase (decrease) due to changes in:
      Other assets                                                                          (1,363)         1,674
      Accounts payable and accrued expenses                                                    959         (1,512)
------------------------------------------------------------------------------------------------------------------
        Net cash provided by operating activites                                            40,349         21,470
------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Additions to rental property                                                              (6,907)        (5,036)
  Acquisition of rental property                                                               ---         (4,700)
  Additions to investments in unconsolidated joint ventures                                    ---           (952)
  Additions to deferred lease costs                                                           (924)          (836)
  Net proceeds from sale of real estate                                                      8,945          2,076
  (Increase) decrease in escrow from rental property purchase                               (6,565)         4,006
  Distributions received from unconsolidated joint ventures                                    750            650
------------------------------------------------------------------------------------------------------------------
        Net cash used in investing activities                                               (4,701)        (4,792)
------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Cash distributions paid                                                                  (20,386)       (15,960)
  Distributions to consolidated joint venture minority interest                            (11,135)           ---
  Contribution from sole shareholder of general partner                                     13,173            ---
  Payments for redemption of preferred units                                                   ---           (372)
  Proceeds from issuance of debt                                                            40,350         48,815
  Repayments of debt                                                                       (65,850)       (61,233)
  Additions to deferred financing costs                                                         (9)           (80)
  Proceeds from exercise of unit options                                                     7,022         11,284
------------------------------------------------------------------------------------------------------------------
        Net cash used in financing activities                                              (36,835)       (17,546)
------------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                                                   (1,187)          (868)
Cash and cash equivalents, beginning of period                                               9,864          1,068
------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                                   $ 8,677          $ 200
------------------------------------------------------------------------------------------------------------------
</TABLE>
Supplemental schedule of non-cash activities:
We purchase  capital  equipment and incur costs relating to  construction of new
facilities,  including tenant  finishing  allowances.  Expenditures  included in
construction  trade payables as of June 30, 2004 and 2003 amounted to $6,300 and
$8,010, respectively.

We recognized charges to deferred compensation related to the Company's issuance
of restricted  common shares and our issuance of unit options in the 2004 period
of $4,381.
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                       5
<PAGE>



             TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2004
                                   (Unaudited)

1. Business

Tanger Properties  Limited  Partnership,  a North Carolina limited  partnership,
develops,  owns,  operates and manages factory outlet centers. At June 30, 2004,
we had ownership interests in or management  responsibilities  for 38 centers in
23 states  totaling 9.3 million square feet of gross  leasable area ("GLA").  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. We provide all development,
leasing and management  services for our centers.  Unless the context  indicates
otherwise,  the term the  "Operating  Partnership"  refers to Tanger  Properties
Limited  Partnership and  subsidiaries  and the term "Company"  refers to Tanger
Factory Outlet Centers,  Inc. and  subsidiaries.  The terms "we", "our" and "us"
refer to the Operating  Partnership or the Operating Partnership and the Company
together, as the context requires.

2. Basis of Presentation

Our unaudited  consolidated  financial statements have been prepared pursuant to
accounting  principles  generally  accepted in the United  States of America and
should be read in conjunction  with the  consolidated  financial  statements and
notes thereto of our Annual Report on Form 10-K for the year ended  December 31,
2003.  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  consolidated  financial  statements  include  our
accounts,  our  wholly-owned   subsidiaries  and  reflect,  in  the  opinion  of
management,  all  adjustments  necessary for a fair  presentation of the interim
consolidated  financial  statements.  All such  adjustments  are of a normal and
recurring nature. Intercompany balances and transactions have been eliminated in
consolidation.

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

In January 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Financial Interpretation No. 46 "Consolidation of Variable Interest Entities, an
Interpretation  of  Accounting  Research  Bulletin  No. 51" ("FIN 46")  (Revised
December  2003)  which   clarified  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 were
effective  immediately for all variable  interests in variable interest entities
created after January 31, 2003. COROC Holdings,  LLC ("COROC"),  a joint venture
entered into by us in December 2003,  was evaluated  under the provisions of FIN
46 and it was determined  that we are considered the primary  beneficiary of the
joint venture and therefore the results of operations and financial  position of
COROC are included in our consolidated  financial statements.  We have evaluated
Deer Park  Enterprise,  LLC ("Deer  Park"),  which was created after January 31,
2003 (Note 3) and have determined that under the current facts and circumstances
we are not required to consolidate this entity under the provisions of FIN 46.


                                       6
<PAGE>

For variable  interests in variable interest entities existing as of January 31,
2003,  the  provisions  of  FIN 46 are  applicable  as of  March  31,  2004  and
thereafter. We evaluated TWMB Associates, LLC ("TWMB"), a joint venture in which
we have a 50% ownership  interest  which existed prior to January 31, 2003,  and
determined  that  under the  provisions  of FIN 46 the  entity is not a variable
interest  entity.  Therefore,  TWMB will  continue to be accounted for using the
equity method of accounting.

Certain  amounts  in  the  2003  consolidated  financial  statements  have  been
reclassified to conform to the 2004 presentation. See Footnote 4.

3. Investments in Unconsolidated Real Estate Joint Ventures

Our investment in unconsolidated  real estate joint ventures as of June 30, 2004
and  December 31, 2003 was $7.3 million and $7.5  million,  respectively.  These
investments  include  our 50%  ownership  investment  in TWMB and our  one-third
ownership interest in Deer Park on Long Island, New York.

Our  investment in real estate joint  ventures are reduced by 50% of the profits
earned for leasing and  development  services we provided to TWMB. The following
management,  leasing and  development  fees were  recorded in other  income from
services  provided to TWMB  during the three and six months  ended June 30, 2004
and 2003 (in thousands):


                            Three Months Ended          Six Months Ended
                                 June 30,                    June 30,
                            2004         2003         2004           2003
  --------------------- ---------- ------------ ------------ --------------
  Fee:
     Management             $ 69         $ 34        $ 137           $ 68
     Leasing                  78           76          139            133
     Development              17           (4)          22              9
  ---------------------  --------- ------------ ------------ --------------
  Total Fees               $ 164        $ 106        $ 298          $ 210
  --------------------- ---------- ------------ ------------ --------------

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

During the second  quarter,  TWMB completed the  construction of a 79,000 square
foot third-phase  expansion of the Myrtle Beach center at an approximate cost of
$9.7  million.  As of June 30,  2004,  50,000  square  feet  were  open with the
remainder  of the stores  scheduled  to open  during July and August  2004.  The
completion  of this  expansion  brings the total gross  leasable  area of TWMB's
Myrtle Beach center to approximately 403,000 square feet.

In  conjunction  with  the   construction  of  the  center,   TWMB  maintains  a
construction  loan in the  amount  of $36.2  million  with Bank of  America,  NA
(Agent) and  SouthTrust  Bank due in September  2005.  As of June 30, 2004,  the
construction loan had a balance of $32.0 million.

                                       7
<PAGE>


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


                                                   As of           As of
Summary Balance Sheets                            June 30,      December 31,
 - Unconsolidated Joint Ventures:                  2004            2003
---------------------------------------------- -------------- --------------
Assets:
  Operating real estate at cost, net               $42,847        $36,096
  Other real estate investment (1)                  27,108         27,803
---------------------------------------------- -------------- --------------
      Total real estate                             69,955         63,899
  Cash and cash equivalents                          1,381          4,145
  Deferred charges, net                              1,535          1,652
  Other assets                                       3,879          3,277
---------------------------------------------- -------------- --------------
      Total assets                                 $76,750        $72,973
---------------------------------------------- -------------- --------------
Liabilities and Owners' Equity:
  Mortgages payable                                $57,156        $54,683
  Construction trade payables                        3,090          1,164
  Accounts payable and other liabilities               508            564
---------------------------------------------- -------------- --------------
      Total liabilities                             60,754         56,411
  Owners' equity                                    15,996         16,562
---------------------------------------------- -------------- --------------
      Total liabilities and owners' equity         $76,750        $72,973
---------------------------------------------- -------------- --------------

(1) Other  real  estate  investment   represents  a  development  property  that
    generates net income considered  incidental to its intended future operation
    as an outlet center. As such, the net income generated from this property is
    recorded as a reduction to the carrying value of the property.
<TABLE>
<CAPTION>

                                                          Three Months                 Six Months
                                                             Ended                       Ended
    Consolidated Statements of Operations -                 June 30,                    June 30,
    Unconsolidated Joint Ventures                     2004           2003           2004          2003
    --------------------------------------------- ------------ -------------- -------------- -------------

<S>                                                 <C>            <C>             <C>          <C>
    Revenues                                        $ 2,507        $ 2,158         $4,582       $ 3,885
    --------------------------------------------- ------------ -------------- -------------- -------------

    Expenses:
     Property operating                                 946            782          1,721         1,486
     General and administrative                          12              3             13            20
     Depreciation and amortization                      631            552          1,254         1,080
    --------------------------------------------- ------------ -------------- -------------- -------------
          Total expenses                              1,589          1,337          2,988         2,586
    --------------------------------------------- ------------ -------------- -------------- -------------
     Operating income                                   918            821          1,594         1,299
    Interest expense                                    405            294            785           619
    ------------------------------------------------ ------------ -------------- -------------- ----------
    Net income                                        $ 513          $ 527          $ 809         $ 680
    --------------------------------------------- ------------ -------------- -------------- -------------

    Tanger's share of:
    --------------------------------------------- ------------ -------------- -------------- -------------
    Net income                                        $ 275          $ 279          $ 440         $ 372
    Depreciation (real estate related)                  304            266            604           520
    --------------------------------------------- ------------ -------------- -------------- -------------
</TABLE>

                                       8
<PAGE>

4. Disposition of Properties

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 are reflected in the consolidated  statements
of operations as discontinued operations for all periods presented.

In June 2004, we completed the sale of two non-core  properties located in North
Conway, New Hampshire.  Net proceeds received from the sales of these properties
were  approximately  $6.5 million.  We recorded a gain on sale of real estate of
approximately $2.1 million which is included in discontinued  operations for the
three and six months ended June 30, 2004.

In May and  October  2003,  we  completed  the  sale of  properties  located  in
Martinsburg, West Virginia and Casa Grande, Arizona,  respectively. Net proceeds
received from the sales of these properties were approximately $8.7 million.  We
recorded  a loss on  sale of real  estate  related  to the  Martinsburg  sale of
approximately  $735,000  which is included in  discontinued  operations  for the
three and six months ended June 30, 2003.

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,
                                                           2004        2003           2004           2003
----------------------------------------------------- ----------- ------------ ------------ --------------
<S>                                                       <C>           <C>         <C>           <C>
Base rentals                                              $  174        $ 531       $  397        $ 1,136
Percentage rentals                                            --            6           --              6
Expense reimbursements                                        82          240          213            481
Other income                                                   2           15            3             26
----------------------------------------------------- ----------- ------------ ------------ --------------
     Total revenues                                          258          792          613          1,649

Property operating expenses                                  111          389          233            841
General and administrative                                     3            1            3              2
Depreciation and amortization                                 66          260          130            532
----------------------------------------------------- ----------- ------------ ------------ --------------
       Total expenses                                        180          650          366          1,375
----------------------------------------------------- ----------- ------------ ------------ --------------
Income before gain (loss) on sale of real estate              78          142          247            274
Gain (loss) on sale of real estate                         2,084         (735)       2,084           (735)
----------------------------------------------------- ----------- ------------ ------------ --------------
Discontinued operations                                  $ 2,162       $ (593)     $ 2,331          $(461)
----------------------------------------------------- ----------- ------------ ------------ --------------
</TABLE>

During the second quarter of 2004 we sold three  outparcels of undeveloped  land
at our  Branson,  Missouri;  Westbrook,  Connecticut;  and  Gonzales,  Louisiana
centers.  Net proceeds  received were  approximately  $2.5 million and a gain of
approximately $1.2 million was recorded in other income in the second quarter of
2004.

5. 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, 2004,  our portion of the fair
value of TWMB's hedge is recorded as a reduction to investment in joint ventures
of $20,000.  For the three and six months ended June 30, 2004, the change in the
fair value of the  derivative  instrument  is recorded as $35,000 and $62,000 of
other comprehensive income, respectively.

                                       9
<PAGE>

<TABLE>
<CAPTION>


                                                      Three Months Ended          Six Months Ended
                                                           June 30,                    June 30,
                                                      2004         2003          2004         2003
------------------------------------------------- ----------- ------------ ------------ ------------
<S>                                                  <C>          <C>          <C>          <C>
Net income                                           $ 4,586      $ 2,922      $ 5,828      $ 5,691
------------------------------------------------- ----------- ------------ ------------ ------------
Other comprehensive income:
     Change in fair value of our portion of
        TWMB cash flow hedge                              35            4           62          (10)
     Change in fair value of cash flow hedge,            ---          ---          ---           98
------------------------------------------------- ----------- ------------ ------------ ------------
         Other comprehensive income                       35            4           62           88
------------------------------------------------- ----------- ------------ ------------ ------------
Total comprehensive income                           $ 4,621      $ 2,926      $ 5,890      $ 5,779
------------------------------------------------- ----------- ------------ ------------ ------------
</TABLE>

6. Earnings Per Unit

The  following  table  sets  forth  a  reconciliation   of  the  numerators  and
denominators  in computing  earnings per unit in  accordance  with  Statement of
Financial  Accounting  Standards No. 128,  "Earnings  Per Share" (in  thousands,
except per unit amounts):

<TABLE>
<CAPTION>

                                                             Three Months Ended        Six Months Ended
                                                                  June 30,                  June 30,

                                                              2004        2003         2004          2003
------------------------------------------------------- ------------ ----------- ------------ -------------
 Numerator:
<S>                                                     <C>           <C>          <C>           <C>
  Income from continuing operations                     $    2,424    $  3,515     $  3,497      $  6,152
  Less applicable preferred unit distributions                 ---        (363)         ---          (806)
------------------------------------------------------- ------------ ----------- ------------ -------------
  Income from continuing operations available to
   common unitholders - basic and diluted                    2,424       3,152        3,497         5,346
  Discontinued operations                                    2,162        (593)       2,331          (461)
------------------------------------------------------- ------------ ----------- ------------ -------------
  Net income available to common unitholders -
   basic and diluted                                       $ 4,586     $ 2,559       $5,828        $4,885
------------------------------------------------------- ------------ ----------- ------------ -------------
 Denominator:
   Basic weighted average common units                      16,537      12,623       16,453        12,420
   Effect of outstanding unit options                           74         206          100           216
   Effect of unvested restricted share awards                    6         ---            5           ---
------------------------------------------------------- ------------ ----------- ------------ -------------
   Diluted weighted average common units                    16,617      12,829       16,558        12,636

Basic earnings per common unit:
Income from continuing operations                       $      .15       $ .25    $     .21     $     .43
Discontinued operations                                        .13        (.05)         .14          (.04)

------------------------------------------------------- ------------ ----------- ------------ -------------
Net income                                              $      .28       $ .20    $     .35     $     .39

Diluted earnings per common unit:
Income from continuing operations                       $      .15       $ .25    $     .21      $    .43
Discontinued operations                                        .13        (.05)         .14          (.04)
------------------------------------------------------- ------------ ----------- ------------ -------------
Net income                                              $      .28       $ .20    $     .35      $    .39
------------------------------------------------------- ------------ ----------- ------------ -------------
</TABLE>

                                       10
<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 Company.  Options
excluded  totaled 199,000 and 92,000 for the three and six months ended June 30,
2004.  There were no options excluded from the computation for the three and six
months ended June 30, 2003. The assumed  conversion of preferred units as of the
beginning of the year would have been anti-dilutive.

At June 30, 2004 and December 31, 2003, the ownership interests of the Operating
Partnership consisted of the following:

                                                    2004           2003
------------------------------------------- -------------- --------------
Common units:
   General partner                                150,000        150,000
   Limited partners                            16,465,075     15,843,948
------------------------------------------- -------------- --------------
Total                                          16,615,075     15,993,948
------------------------------------------- -------------- --------------


7. Partners' Equity

In December 2003, the Company  completed a public  offering of 2,300,000  common
shares at a price of $40.50 per share,  receiving net proceeds of  approximately
$88.0 million which were  contributed  to the Operating  Partnership in exchange
for 2,300,000  limited  partnership  units.  The net proceeds were used together
with other  available  funds to finance  our  portion of the equity  required to
purchase the COROC portfolio of outlet  shopping  centers as mentioned in Note 2
above and for general  corporate  purposes.  In addition  in January  2004,  the
underwriters   of  the   December   2003   offering   exercised  in  full  their
over-allotment  option to purchase an  additional  345,000  common shares at the
offering  price of $40.50  per share.  The  Company  received  net  proceeds  of
approximately $13.2 million from the exercise of the over-allotment,  which were
contributed  to the  Operating  Partnership  in  exchange  for  345,000  limited
partnership units.

8. Employee Benefit Plans

During the second  quarter of 2004,  the Company's  Board of Directors  approved
amendments to the Company's Share Option Plan to add restricted shares and other
share-based grants to the Plan, to merge the Operating Partnership's Unit Option
Plan  into the  Share  Option  Plan and to rename  the Plan as the  Amended  and
Restated  Incentive Award Plan (the "Incentive Award Plan"). The Incentive Award
Plan  was  approved  by  a  vote  of  shareholders   at  the  Company's   Annual
Shareholders'  Meeting.  The Board of  Directors  approved  the grant of 106,125
restricted  common shares to the independent  directors and certain employees of
the  Operating  Partnership  in April 2004.  As a result of the  granting of the
restricted  common shares and since the Operating  Partnership will issue a unit
for  each  restricted  share  that  vests,  we  recorded  a charge  to  deferred
compensation of $4.1 million in the partners' equity section of the consolidated
balance sheet.  During the second quarter,  we recognized expense related to the
amortization  of  the  deferred   compensation  of  approximately   $932,000  in
accordance with the vesting schedule of the restricted shares.


                                       11
<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
consolidated financial statements appearing elsewhere in this report. Historical
results and  percentage  relationships  set forth in the unaudited  consolidated
statements  of  operations,   including  trends  which  might  appear,  are  not
necessarily  indicative  of future  operations.  Unless  the  context  indicates
otherwise,  the term "Operating Partnership" refers to Tanger Properties Limited
Partnership  and  subsidiaries  and the term "Company"  refers to Tanger Factory
Outlet Centers,  Inc. and subsidiaries.  The terms "we", "our" and "us" refer to
the Operating Partnership or the Operating Partnership and the Company together,
as the text requires.

The  discussion  of  our  results  of  operations   reported  in  the  unaudited
consolidated  statements of  operations  compares the three and six months ended
June 30,  2004  with the three  and six  months  ended  June 30,  2003.  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;

                                       12
<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 realize planned costs savings in acquisitions; and

- retention of earnings.


                                       13
<PAGE>

General Overview

In December  2003 we  completed  the  acquisition  of the Charter Oak  Partners'
portfolio of nine factory  outlet  centers  totaling  approximately  3.3 million
square  feet.   We  and  an  affiliate  of  Blackstone   Real  Estate   Advisors
("Blackstone")  acquired the portfolio  through a joint venture in the form of a
limited liability company, COROC Holdings,  LLC ("COROC").  We own one-third and
Blackstone  owns  two-thirds  of  the  joint  venture.   We  provide  operating,
management, leasing and marketing services to the properties for a fee. COROC is
consolidated for financial  reporting purposes under the provisions of Financial
Accounting Standard Board Interpretation No. 46 ("FIN 46").

The  purchase  price for this  transaction  was $491.0  million,  including  the
assumption of approximately  $186.4 million of  cross-collateralized  debt which
has a stated, fixed interest rate of 6.59% and matures in July 2008. We recorded
the debt at its fair value of $198.3 million, with an effective interest rate of
4.97%.  Accordingly,  a debt premium of $11.9  million was recorded and is being
amortized  using the  effective  interest  method over the life of the debt.  We
financed the majority of our equity in the joint  venture with proceeds from the
Company's  issuance of 2.3 million  common shares at $40.50 per share which were
contributed  to the Operating  Partnership  in exchange for 2.3 million  limited
partnership  units.  The  successful  equity  financing  allows us to maintain a
strong balance sheet and our current financial flexibility.

At June 30, 2004, we had ownership  interests in or management  responsibilities
for 38 centers in 23 states  totaling  9.3 million  square  feet  compared to 33
centers in 20 states  totaling  6.2 million  square feet at June 30,  2003.  The
activity in our portfolio of properties since June 30, 2003 is summarized below:


<TABLE>
<CAPTION>

                                                                     No. of        GLA
                                                                     Centers     (000's)     States
---------------------------------------------------------------- ------------ ------------ -----------
<S>        <C> <C>                                                      <C>       <C>            <C>
As of June 30, 2003                                                     33        6,215          20
   Acquisitions/Expansions:
       Sevierville, Tennessee (wholly-owned)                           ---           35         ---
       Myrtle Beach Hwy 17, South Carolina -                           ---           65         ---
            (unconsolidated joint venture)
       Charter Oak portfolio (consolidated joint venture)
            Rehoboth, Delaware                                           1          569           1
            Foley, Alabama                                               1          536         ---
            Myrtle Beach Hwy 501, South Carolina                         1          427         ---
            Hilton Head, South Carolina                                  1          393         ---
            Park City, Utah                                              1          301           1
            Westbrook, Connecticut                                       1          291           1
            Lincoln City, Oregon                                         1          270           1
            Tuscola, Illinois                                            1          258           1
            Tilton, New Hampshire                                        1          228         ---
   Dispositions:
       Bourne, Massachusetts (managed)                                  (1)         (23)         (1)
       Casa Grande, Arizona (wholly-owned)                              (1)        (185)         (1)
       Clover, New Hampshire (wholly-owned)                             (1)         (11)         ---
       LLBean, New Hampshire (wholly-owned)                             (1)         (51)         ---
       Other                                                            ---           3          ---
---------------------------------------------------------------- ------------ ------------ -----------
As of June 30, 2004                                                     38        9,321          23
---------------------------------------------------------------- ------------ ------------ -----------
</TABLE>

                                       14
<PAGE>

     A summary of the operating  results for the three and six months ended June
     30, 2004 and 2003 is presented in the following table, expressed in amounts
     calculated on a weighted average GLA basis.
<TABLE>
<CAPTION>

                                                                            Three Months Ended         Six Months Ended
                                                                                 June 30,                  June 30,
                                                                            2004         2003         2004          2003
---------------------------------------------------------------------- ------------ ------------ ------------ ------------
GLA at end of period (000's)
<S>                                                                         <C>          <C>          <C>          <C>
    Wholly owned                                                            5,240        5,449        5,240        5,449
    Partially-owned (consolidated) (1)                                      3,273          ---        3,273          ---
    Partially owned (unconsolidated) (2)                                      374          309          374          309
    Managed                                                                   434          457          434          457
---------------------------------------------------------------------- ------------ ------------ ------------ ------------
Total GLA at end of period (000's)                                          9,321        6,215        9,321        6,215
---------------------------------------------------------------------- ------------ ------------ ------------ ------------
Weighted average GLA (000's) (3)                                             8,513        5,201        8,513        5,199
Occupancy percentage at end of period (1) (2)                                   95%          96%          95%          96%

  Per square foot for wholly owned properties
Revenues
  Base rentals                                                              $3.81        $3.71        $7.55        $7.38
  Percentage rentals                                                          .11          .11          .20          .18
  Expense reimbursements                                                     1.55         1.58         2.96         3.16
  Other income                                                                .28          .15          .38          .28
---------------------------------------------------------------------- ------------ ------------ ------------ ------------
     Total revenues                                                          5.75         5.55        11.09        11.00
---------------------------------------------------------------------- ------------ ------------ ------------ ------------
Expenses
  Property operating                                                         1.75         1.88         3.35         3.71
  General and administrative                                                  .38          .47          .75          .94
  Depreciation and amortization                                              1.54         1.32         2.99         2.68
---------------------------------------------------------------------- ------------ ------------ ------------ ------------
     Total expenses                                                          3.67         3.67         7.09         7.33
---------------------------------------------------------------------- ------------ ------------ ------------ ------------
Operating income                                                             2.08         1.88         4.00         3.67
---------------------------------------------------------------------- ------------ ------------ ------------ ------------
  Interest expense                                                           1.05         1.26         2.09         2.56
---------------------------------------------------------------------- ------------ ------------ ------------ ------------
In Income before equity in earnings of unconsolidated joint ventures,
minority interest and discontinued operations                               $1.03         $.62        $1.91        $1.11
---------------------------------------------------------------------- ------------ ------------ ------------ ------------
</TABLE>

     (1) Includes the nine  centers from the Charter Oak  portfolio  acquired on
     December  19,  2003 of which we own a  one-third  interest  through a joint
     venture arrangement.

     (2) Includes Myrtle Beach,  South Carolina Hwy 17 property which we operate
     through a 50% ownership joint venture.

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


                                       15
<PAGE>


     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,
     2004.

                                                              Mortgage
                                                                Debt
                                                             Outstanding
                                        GLA          %      (000's) as of
            Location                 (sq. ft.)    Occupied  June 30, 2004
---------------------------------- ----------- ----------- ---------------
Riverhead, NY (1)                     729,238       99            $  ---
Rehoboth, DE (1) (3)                  568,787       99            39,568
Foley, AL (3)                         535,675       99            32,357
San Marcos, TX                        442,486       96            36,957
Myrtle Beach Hwy 501, SC (3)          427,388       97            22,973
Sevierville, TN (1)                   419,023      100               ---
Hilton Head, SC (3)                   393,094       89            18,558
Commerce II, GA                       342,556       97            29,500
Howell, MI                            325,231      100               ---
Myrtle Beach Hwy 17, SC (1) (2)       374,399      100               ---
Park City, UT (3)                     300,602       97            12,642
Westbrook, CT (3)                     291,051       90            15,023
Branson, MO                           277,883      100            24,000
Williamsburg, IA                      277,230       96            18,870
Lincoln City, OR (3)                  270,280       93            10,447
Tuscola, IL (3)                       258,114       77            20,274
Lancaster, PA                         255,152       96            13,997
Locust Grove, GA                      247,454       99               ---
Gonzales, LA                          245,199       93               ---
Tilton, NH (3)                        227,966       98            13,054
Fort Meyers, FL                       198,789       82               ---
Commerce I, GA                        185,750       68             7,558
Terrell, TX                           177,490       97               ---
Dalton, GA                            173,430       79            10,812
Seymour, IN                           141,051       82               ---
North Branch, MN                      134,480       99               ---
West Branch, MI                       112,420      100             6,864
Barstow, CA                           108,950       95               ---
Blowing Rock, NC                      105,448      100             9,443
Pigeon Forge, TN (1)                   94,558       93               ---
Nags Head, NC                          82,178      100             6,408
Boaz, AL                               79,575       97               ---
Kittery I, ME                          59,694      100             6,152
Kittery II, ME                         24,619      100               ---
--------------------------------- ------------ -------- -----------------
                                    8,887,240       95           355,457
Debt premium                                                      10,608
--------------------------------- --------------------- -----------------
                                                                $366,065
================================= ============ ===== ======== ===========
(1)  These properties or a portion thereof are subject to a ground lease.
(2)  Represents property that is currently held through an unconsolidated  joint
     venture in which we own a 50% interest. The joint venture had $32.0 million
     of construction loan debt as of June 30, 2004.
(3)  Represents  properties that are currently held through a consolidated joint
     venture in which we own a one-third interest.


                                       16
<PAGE>

RESULTS OF OPERATIONS

Comparison  of the three  months  ended June 30, 2004 to the three  months ended
June 30, 2003

Base rentals  increased $13.1 million,  or 68%, in the 2004 period when compared
to the same period in 2003.  The increase is primarily  due to the December 2003
acquisition of the COROC portfolio of nine outlet center  properties.  Base rent
per weighted average GLA increased by $.10 per square foot from $3.71 per square
foot in the 2003  period  to $3.81  per  square  foot in the  2004  period.  The
increase is primarily the result of the COROC portfolio  acquisition which had a
higher  average  base  rent per  square  foot  compared  to the  pre-acquisition
portfolio  average.  In addition,  base rent is impacted by the  amortization of
above/below market rate lease values associated with the required purchase price
allocation associated with the acquisition of the COROC portfolio. The values of
the above and below  market  leases  are  amortized  and  recorded  as either an
increase  (in the case of below  market  leases) or a  decrease  (in the case of
above market  leases) to rental income over the remaining term of the associated
lease. If a tenant vacates its space prior to the contractual termination of the
lease and no  rental  payments  are being  made on the  lease,  any  unamortized
balance of the related  above/below  market  lease value will be written off and
could materially  impact our net income and funds from operations  positively or
negatively.  The overall portfolio  occupancy at June 30, 2004 decreased 1% from
96% to 95% compared to June 30, 2003 due to the addition of the COROC  portfolio
which  had a  lower  average  occupancy  rate,  94%  compared  to the  remaining
properties that had an average  occupancy rate of 96%. One center  experienced a
negative  occupancy  trend of at least 10% from June 30,  2003 to June 30,  2004
offset by two centers which  experienced a positive  occupancy  gain of at least
10%.

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined  levels (the "breakpoint"),  increased $408,000
or 74%, and on a weighted average GLA basis, remained at $.11 per square foot in
the 2004 and 2003 periods.  The dollar  increase was partially the result of the
COROC  portfolio  acquisition  as well as an increase in tenant sales during the
last twelve months.  Reported  same-space  sales per square foot for the rolling
twelve months ended June 30, 2004 were $309 per square foot.  This  represents a
5% increase compared to the same period in 2003.  Same-space sales is defined as
the weighted  average  sales per square foot reported in space open for the full
duration of each comparison period.

Expense reimbursements, which represent the contractual recovery from tenants of
certain  common  area  maintenance,   insurance,   property  tax,   promotional,
advertising and management expenses generally  fluctuates  consistently with the
reimbursable   property  operating   expenses  to  which  it  relates.   Expense
reimbursements,  expressed as a percentage of property operating expenses,  were
88% and 84% in the 2004 and 2003 periods,  respectively.  The increase is due to
higher reimbursement rates at the COROC portfolio.

Other income increased $1.6 million, or 203%, in the 2004 period compared to the
2003 period and on a weighted average GLA basis,  increased $.13 per square foot
from $.15 to $.28. Other income in the 2004 period includes gains from the sales
of three  outparcels of land of $1.2  million.  In the 2003 period there were no
sales of outparcels of land. The remaining increase is primarily attributable to
increases in vending income and management fees.

Property  operating  expenses  increased  by $5.2  million,  or 53%, in the 2004
period as compared  to the 2003  period  and,  on a weighted  average GLA basis,
decreased $.13 per square foot from $1.88 to $1.75.  The dollar  increase is the
result of the  additional  operating  costs of the COROC  portfolio  in the 2004
period.  The decrease on a weighted  average GLA basis is due to expenses at the
COROC  portfolio per square foot being lower than the portfolio  average for the
second quarter.


                                       17
<PAGE>


General and  administrative  expenses  increased  $803,000,  or 33%, in the 2004
period as compared to the 2003  period.  The  increase is  primarily  due to the
additional  employees  hired  as a  result  of  the  acquisition  of  the  COROC
portfolio.   However,   as  a  percentage   of  total   revenues,   general  and
administrative  expenses  decreased  from 8.5% in the 2003 period to 6.6% in the
2004 period and, on a weighted average GLA basis, decreased from $.47 per square
foot in the 2003 period to $.38 per square foot in the 2004 period.

Depreciation  and amortization per weighted average GLA increased from $1.32 per
square  foot in the 2003  period to $1.54 per square foot in the 2004 period due
to a higher  mix of  tenant  finishing  allowances  included  in  buildings  and
improvements which are depreciated over shorter lives (i.e. over lives generally
ranging  from 3 to 10 years as opposed  to other  construction  costs  which are
depreciated over lives ranging from 15 to 33 years). Also, certain assets in the
acquisition of the COROC portfolio in December 2003 accounted for under SFAS 141
"Business  Combinations"  ("FAS  141") were  allocated  to lease costs which are
amortized over shorter lives than building costs.

Interest  expense  increased  $2.3  million,  or 36%,  during the 2004 period as
compared to the 2003 period due primarily to the assumption of $186.4 million of
cross-collateralized  debt  in  the  fourth  quarter  of  2003  related  to  the
acquisition of the COROC portfolio.

Consolidated  joint venture minority interest  increased $6.6 million due to the
allocation of earnings to our joint  venture  partner with whom we own the COROC
portfolio.  The  COROC  portfolio  was  acquired  in  late  December  2003.  The
allocation  of  earnings  to our joint  venture  partner is based on a preferred
return on investment as opposed to their ownership percentage and,  accordingly,
has a significant impact on our earnings.

Discontinued operations increased $2.8 million due to the sale of the Clover and
LLBean, New Hampshire  properties in the 2004 period resulting in a gain on sale
of real estate of approximately $2.1 million.  Also, included in the 2003 period
is the sale of the Martinsburg, West Virginia center which was sold at a loss of
approximately $735,000.

Comparison  of the six months  ended June 30, 2004 to the six months  ended June
30, 2003

Base rentals  increased $25.9 million,  or 68%, in the 2004 period when compared
to the same period in 2003. The increase is primarily due to the  acquisition of
the COROC portfolio of outlet center properties.  Base rent per weighted average
GLA  increased  by $.17 per square  foot from $7.38 per square  foot in the 2003
period to $7.55 per square foot in the 2004  period.  The  increase is primarily
the result of the COROC  portfolio  acquisition  which had a higher average base
rent per square  foot  compared to the  pre-acquisition  portfolio  average.  In
addition,  base rent is impacted by the amortization of above/below  market rate
lease values associated with the required  purchase price allocation  associated
with the acquisition of the COROC  portfolio.  The values of the above and below
market  leases are  amortized and recorded as either an increase (in the case of
below  market  leases) or a  decrease  (in the case of above  market  leases) to
rental  income over the  remaining  term of the  associated  lease.  If a tenant
vacates  its  space  prior to the  contractual  termination  of the lease and no
rental  payments  are being made on the lease,  any  unamortized  balance of the
related  above/below market lease value will be written off and could materially
impact our net income and funds from  operations  positively or negatively.  The
overall  portfolio  occupancy  at June  30,  2004  decreased  1% from 96% to 95%
compared to June 30, 2003 due to the addition of the COROC portfolio which had a
lower average occupancy rate, 94% compared to the remaining  properties that had
an average  occupancy rate of 96%. One center  experienced a negative  occupancy
trend of at least 10% from June 30,  2003 to June 30, 2004 offset by two centers
which experienced a positive occupancy gain of at least 10%.

                                       18
<PAGE>

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined  levels (the "breakpoint"),  increased $726,000
or 77%, and on a weighted  average GLA basis,  increased $.02 per square foot in
the 2004 period  compared to the 2003 period.  The increase  was  partially  the
result of the COROC portfolio acquisition as well as an increase in tenant sales
during the last twelve months. Reported same-space sales per square foot for the
rolling  twelve  months  ended  June 30,  2004 were $309 per square  foot.  This
represents a 5% increase  compared to the same period in 2003.  Same-space sales
is defined as the weighted  average sales per square foot reported in space open
for the full duration of each comparison period.

Expense reimbursements, which represent the contractual recovery from tenants of
certain  common  area  maintenance,   insurance,   property  tax,   promotional,
advertising and management expenses generally  fluctuates  consistently with the
reimbursable   property  operating   expenses  to  which  it  relates.   Expense
reimbursements,  expressed as a percentage of property operating expenses,  were
88% and 85% in the 2004 and 2003 periods,  respectively.  The increase is due to
higher reimbursement rates at the COROC properties.

Other income increased $1.8 million, or 124%, in the 2004 period compared to the
2003 period and on a weighted average GLA basis,  increased $.10 per square foot
from $.28 to $.38. Other income in the 2004 period includes gains from the sales
of three  outparcels of land of $1.2  million.  In the 2003 period there were no
sales of outparcels of land. The remaining increase is primarily attributable to
increases in vending income and management fees.

Property  operating  expenses  increased  by $9.2  million,  or 48%, in the 2004
period as compared  to the 2003  period  and,  on a weighted  average GLA basis,
decreased $.36 per square foot from $3.71 to $3.35.  The dollar  increase is the
result of the  additional  operating  costs of the COROC  portfolio  in the 2004
period.  The decrease on a weighted  average GLA basis is due to expenses at the
COROC  portfolio per square foot being lower than the portfolio  average for the
first six months of 2004.

General and administrative  expenses increased $1.5 million, or 31%, in the 2004
period as compared to the 2003  period.  The  increase is  primarily  due to the
additional  employees  hired  as a  result  of  the  acquisition  of  the  COROC
portfolio.   However,   as  a  percentage   of  total   revenues,   general  and
administrative  expenses  decreased  from 8.5% in the 2003 period to 6.8% in the
2004 period and, on a weighted average GLA basis, decreased from $.94 per square
foot in the 2003 period to $.75 per square foot in the 2004 period.

Depreciation  and amortization per weighted average GLA increased from $2.68 per
square  foot in the 2003  period to $2.99 per square foot in the 2004 period due
to a higher  mix of  tenant  finishing  allowances  included  in  buildings  and
improvements which are depreciated over shorter lives (i.e. over lives generally
ranging  from 3 to 10 years as opposed  to other  construction  costs  which are
depreciated over lives ranging from 15 to 33 years). Also, certain assets in the
acquisition of the COROC portfolio in December 2003 accounted for under SFAS 141
"Business  Combinations"  ("FAS  141") were  allocated  to lease costs which are
amortized over shorter lives than building costs.

Interest  expense  increased  $4.5  million,  or 34%,  during the 2004 period as
compared to the 2003 period due primarily to the assumption of $186.4 million of
cross-collateralized  debt  in  the  fourth  quarter  of  2003  related  to  the
acquisition of the COROC portfolio.

Equity in earnings from unconsolidated joint ventures increased $68,000, or 18%,
in the 2004 period compared to the 2003 period due to the TWMB  Associates,  LLC
("TWMB"),  outlet  center in Myrtle  Beach,  South  Carolina  having 65,000 more
square feet of GLA open in the 2004 period  versus the 2003  period.  TWMB is an
unconsolidated joint venture in which we have a 50% ownership interest.

                                       19
<PAGE>

Consolidated  joint venture minority interest increased $13.2 million due to the
allocation of earnings to our joint  venture  partner with whom we own the COROC
portfolio.  The  COROC  portfolio  was  acquired  in  late  December  2003.  The
allocation  of  earnings  to our joint  venture  partner is based on a preferred
return on investment as opposed to their ownership percentage and,  accordingly,
has a significant impact on our earnings.

Discontinued operations increased $2.8 million due to the sale of the Clover and
LLBean, New Hampshire  properties in the 2004 period resulting in a gain on sale
of real estate of approximately $2.1 million.  Also, included in the 2003 period
is the sale of the Martinsburg, West Virginia center which was sold at a loss of
approximately $735,000.

LIQUIDITY AND CAPITAL RESOURCES

Net cash  provided by operating  activities  was $40.3 million and $21.5 million
for the six months ended June 30, 2004 and 2003,  respectively.  The increase in
cash provided by operating activities is due primarily to the incremental income
from  the  COROC  acquisition  in  December  2003.  Net cash  used in  investing
activities  was $4.7 and $4.8  million  during  the first six months of 2004 and
2003, respectively.  Net cash used in financing activities was $36.8 million and
$17.5 million during the first six months of 2004 and 2003,  respectively.  Cash
used was  higher  in 2004  due  primarily  to  increased  distributions  in 2004
compared  to  2003,  debt  repayments  and  distributions  paid to the  minority
interest partner in our consolidated  joint venture offset by proceeds  received
from the Company's sale of common shares in exchange for units.

Our consolidated  cash balance increased $8.5 million from June 30, 2003 to June
30,  2004 due  primarily  to cash  held in  reserve  at our  consolidated  joint
venture, COROC.

Development and Dispositions

Pittsburgh, Pennsylvania

We have an option to  purchase  land and have  begun the early  development  and
leasing of a site located near Pittsburgh, Pennsylvania. We currently expect the
center to be  approximately  420,000  square  feet upon total build out with the
initial phase scheduled to open in early 2006.

Charleston, South Carolina

We have an option to  purchase  land and have  begun the early  development  and
leasing of a site located near Charleston,  South Carolina.  We currently expect
the center to be approximately 370,000 square feet upon total build out with the
initial phase scheduled to open in 2006.

Wisconsin Dells, Wisconsin

We have begun the early development and leasing of a site located near Wisconsin
Dells,  Wisconsin.  We currently expect the center to be  approximately  300,000
square  feet upon total build out with the initial  phase  scheduled  to open in
2006.

                                       20
<PAGE>


Outparcels

During the second quarter of 2004 we sold three  outparcels of undeveloped  land
at our  Branson,  Missouri;  Westbrook,  Connecticut;  and  Gonzales,  Louisiana
centers.  Net proceeds  received were  approximately  $2.5 million and a gain of
approximately $1.2 million was recorded in other income in the second quarter of
2004.

Joint Ventures

TWMB Associates, LLC

During the second  quarter,  TWMB completed the  construction of a 79,000 square
foot third-phase  expansion of the Myrtle Beach center at an approximate cost of
$9.7  million.  As of June 30,  2004,  50,000  square  feet  were  open with the
remainder of the stores  scheduled  to open during July and August 2004.  We and
our partner each made capital contributions during the fourth quarter of 2003 of
$1.7 million for the third phase.  The completion of this  expansion  brings the
total gross leasable area of TWMB's Myrtle Beach center to approximately 403,000
square feet.

In  conjunction  with  the   construction  of  the  center,   TWMB  maintains  a
construction  loan in the  amount  of $36.2  million  with Bank of  America,  NA
(Agent)  and  SouthTrust  Bank due in  September  2005.  As of June 30, 2004 the
construction  loan had a balance  of $32.0  million.  In  August  of 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%.  All debt  incurred by this  unconsolidated
joint  venture is  collateralized  by its  property as well as joint and several
guarantees by both partners.

Either  partner in TWMB has the right to  initiate  the sale or  purchase of the
other party's interest at certain times. If such action is initiated, one member
would  determine  the fair market  value  purchase  price of the venture and the
other would  determine  whether they would take the role of seller or purchaser.
The members' roles in this  transaction  would be determined by the tossing of a
coin, commonly known as a Russian roulette  provision.  If either partner enacts
this provision and depending on our role in the  transaction as either seller or
purchaser,  we could  potentially  incur a cash  outflow for the purchase of our
partner'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, South Carolina area.

Deer Park Enterprise, LLC

Deer Park Enterprise, LLC ("Deer Park") is a joint venture agreement in which we
have a one-third  ownership  interest  entered into by us in September 2003 with
two other  members for the purpose  of, but not  limited to,  developing  a site
located  in  Deer  Park,  New  York.  We  currently  expect  the  center  to  be
approximately  790,000 square feet upon total buildout.  We expect the site will
contain both outlet and big box retail tenants with the initial phase  scheduled
for delivery in late 2006 or early 2007.

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 or funds from operations. In addition, we
regularly evaluate acquisition or disposition  proposals and engage from time to
time in negotiations  for  acquisitions or disposals 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.

                                       21
<PAGE>

Financing Arrangements

At  June  30,  2004,   approximately  29%  of  our  outstanding  long-term  debt
represented  unsecured  borrowings and approximately 34% 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, 2004 was 7.54%.

In December 2003, the Company  completed a public  offering of 2,300,000  common
shares at a price of $40.50 per share,  receiving net proceeds of  approximately
$88.0 million,  which were contributed to the Operating  Partnership in exchange
for 2,300,000  limited  partnership  units.  The net proceeds were used together
with other  available  funds to finance  our  portion of the equity  required to
purchase the COROC portfolio of outlet shopping  centers as mentioned in General
Overview above and for general corporate purposes. In addition, in January 2004,
the  underwriters  of  the  December  2003  offering  exercised  in  full  their
over-allotment  option to purchase an additional 345,000 of the Company's common
shares at the  offering  price of $40.50 per share.  The  Company  received  net
proceeds of approximately $13.2 million from the exercise of the over-allotment,
which were  contributed  to the  Operating  Partnership  in exchange for 345,000
limited partnership units.

Together with the Company,  we intend to retain the ability to raise  additional
capital,  including  public  debt or  equity,  to pursue  attractive  investment
opportunities that may arise and to otherwise act in a manner that we believe to
be in our  unitholders'  best  interests.  Prior to the  Company's  common share
offerings in 2002,  2003 and 2004, we had  established a shelf  registration  to
allow us to issue up to $400  million  in either  all debt or all  equity of the
Company or any  combination  thereof.  We intend to restock this shelf up to its
$400  million  level  during 2004.  To generate  capital to reinvest  into other
attractive investment opportunities,  we may also consider the use of additional
operational and developmental joint ventures, selling certain properties that do
not meet our  long-term  investment  criteria as well as  outparcels on existing
properties.

We maintain  unsecured,  revolving  lines of credit that  provided for unsecured
borrowings of up to $100 million at June 30, 2004.  Subsequent to June 30, 2004,
we were  successful  in obtaining a  commitment  for an  additional  $25 million
unsecured  line of credit from  Citicorp  North  America,  Inc., a subsidiary of
Citigroup,  bringing  the  total  committed  unsecured  lines of  credit to $125
million. In addition,  we have obtained commitments to extend the maturity dates
on all of our lines of credit  until  June of 2007.  Based on cash  provided  by
operations,  existing  credit  facilities,  ongoing  negotiations  with  certain
financial  institutions and our ability to sell debt or equity subject to market
conditions,  we believe that we have access to the  necessary  financing to fund
the planned capital expenditures during 2004.

We  anticipate  that  adequate  cash will be available to fund our operating and
administrative  expenses,  regular debt service obligations,  and the payment of
distributions  in order for the Company to maintain  its status with Real Estate
Investment Trust ("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 15, 2004, our Board of Trustees  declared a $.6250 cash distribution per
common unit payable on August 16, 2004 to each  unitholder of record on July 30,
2004.

Critical Accounting Policies and Estimates

Refer to our 2003 Annual  Report on Form 10-K for a  discussion  of our critical
accounting  policies which include  principles of consolidation,  acquisition of
real estate,  cost  capitalization,  impairment of long-lived assets and revenue
recognition. There have been no material changes to these policies in 2004.

                                       22
<PAGE>


Funds from Operations ("FFO")

Funds from Operations ("FFO"),  represents income 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.

FFO is intended to exclude GAAP  historical  cost  depreciation  of real estate,
which assumes that the value of real estate assets  diminish  ratably over time.
Historically,  however,  real  estate  values  have risen or fallen  with market
conditions.  Because FFO excludes  depreciation and amortization  unique to real
estate, gains and losses from property  dispositions and extraordinary items, it
provides a performance  measure that, when compared year over year, reflects the
impact to operations  from trends in occupancy  rates,  rental rates,  operating
costs,  development  activities and interest  costs,  providing  perspective not
immediately apparent from net income.

We present FFO because we consider it an important  supplemental  measure of our
operating  performance and believe it is frequently used by securities analysts,
investors and other interested  parties in the evaluation of REITs, any of which
present FFO when reporting their results. FFO is widely used by us and others in
our  industry  to  evaluate  and price  potential  acquisition  candidates.  The
National  Association of Real Estate Investment Trusts,  Inc., of which we are a
member,   has  encouraged  its  member  companies  to  report  their  FFO  as  a
supplemental,  industry-wide standard measure of REIT operating performance.  In
addition,  our employment  agreements  with certain members of management base a
portion of their bonus compensation on our FFO performance.

FFO has  significant  limitations  as an  analytical  tool,  and  should  not be
considered  in  isolation,  or as a substitute  for,  analysis of our results as
reported under GAAP. Some of these limitations are:

- FFO does not  reflect  our cash  expenditures,  or  future  requirements,  for
capital expenditures or  contractual commitments;

-    FFO does not reflect  changes  in, or cash  requirements  for,  our working
     capital needs;
-    Although  depreciation and amortization  are non-cash  charges,  the assets
     being  depreciated  and  amortized  will often have to be  replaced  in the
     future,   and  FFO  does  not  reflect  any  cash   requirements  for  such
     replacements;
-    FFO may reflect the impact of earnings or charges  resulting  from  matters
     which may not be indicative of our ongoing operations; and
-    Other companies in our industry may calculate FFO  differently  than we do,
     limiting its usefulness as a comparative measure.

Because  of these  limitations,  FFO should  not be  considered  as a measure of
discretionary  cash  available  to us to invest in the growth of our business or
our distribution paying capacity. We compensate for these limitations by relying
primarily  on our  GAAP  results  and  using  FFO only  supplementally.  See the
statements of cash flow included in our consolidated financial statements.


                                       23
<PAGE>


     Below is a  calculation  of FFO for the three and six months ended June 30,
     2004 and 2003 and other data for those respective periods (in thousands):
<TABLE>
<CAPTION>

                                                                                   Three Months Ended     Six Months Ended
                                                                                       June 30,               June 30,
                                                                                    2004     2003        2004          2003
  ---------------------------------------------------------------------- ------------ ------------ ------------ -------------
  Funds from Operations:
<S>                                                                       <C>          <C>          <C>           <C>
    Net income                                                            $   4,586    $   2,922    $   5,828     $   5,691
    Adjusted for:
      Minority interest adjustment - consolidated joint venture                             ---        (296)           ---
                                                                               (329)
      Depreciation and amortization
         attributable to discontinued operations                                 67          260          131           531
      Depreciation and amortization uniquely significant to real estate -
          wholly owned                                                       13,062        6,806       25,316        13,790
      Depreciation and amortization uniquely significant to real estate -
          unconsolidated joint venture                                          304          266          604           520
        (Gain)/loss on sale of real estate                                   (2,084)         735       (2,084)          735
  ---------------------------------------------------------------------- ------------ ------------ ------------ -------------
           Funds from operations                                            $15,606     $ 10,989     $ 29,499      $ 21,267
  ---------------------------------------------------------------------- ------------ ------------ ------------ -------------

  Weighted average units outstanding (1)                                     16,617       13,418       16,558        13,291
  ---------------------------------------------------------------------- ------------ ------------ ------------ -------------
  ---------------------------------------------------------------------- ------------ ------------ ------------ -------------
</TABLE>

     (1)  Assumes the unit  options and  unvested  restricted  share  awards are
converted to common units.

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  2004,  we  have  approximately  1,790,000  square  feet,  or  19% of our
portfolio,  coming up for renewal.  If we were unable to  successfully  renew or
re-lease a significant  amount of this space on favorable  economic  terms,  the
loss in rent could have a material adverse effect on our results of operations.


                                       24
<PAGE>

As of June 30, 2004, we have renewed approximately 1,041,000 square feet, or 58%
of the square  feet  scheduled  to expire in 2004.  The  existing  tenants  have
renewed at an average base rental rate approximately 8% higher than the expiring
rate.  We also  re-tenanted  approximately  282,000  square feet of vacant space
during the first six months of 2004 at a 2% 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 5.8% of our
combined base and percentage rental revenues for the three months ended June 30,
2004.  Accordingly,  we do not expect any material adverse impact on our results
of  operations  and  financial  condition as a result of leases to be renewed or
stores to be re-leased.

As of  June  30,  2004  and  2003,  our  centers  were  95%  and  96%  occupied,
respectively.   Consistent  with  our  long-term  strategy  of  re-merchandising
centers,  we will  continue  to hold space off the market  until an  appropriate
tenant is  identified.  While we  believe  this  strategy  will add value to our
centers in the long-term,  it may reduce our average occupancy rates in the near
term.

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.

We negotiate  long-term fixed rate debt instruments and enter into interest rate
swap  agreements  to manage our  exposure to interest  rate  changes.  The swaps
involve the exchange of fixed and variable  interest  rate  payments  based on a
contractual  principal  amount and time  period.  Payments  or  receipts  on the
agreements are recorded as adjustments  to interest  expense.  At June 30, 2004,
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%.

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,
2004, TWMB would have paid approximately  $40,000 to terminate the agreement.  A
1% decrease in the 30 day LIBOR index would  increase the amount paid by TWMB by
$32,000 to  approximately  $72,000.  The fair  value is based on dealer  quotes,
considering current interest rates and the remaining term to maturity. TWMB does
not intend to terminate the interest rate swap agreement  prior to its maturity.
The fair value of this derivative is currently recorded as a liability in TWMB's
balance sheet; however, if held to maturity,  the value of the swap will be zero
at that time.

The fair market value of long-term fixed interest rate debt is subject to market
risk. Generally, the fair market value of fixed interest rate debt will increase
as interest  rates fall and decrease as interest  rates rise. The estimated fair
value of our total  long-term  debt at June 30, 2004 was $536.6  million and its
recorded value was $513.6 million. A 1% increase from prevailing  interest rates
at June 30,  2004 would  result in a decrease  in fair value of total  long-term
debt by  approximately  $8.7 million.  Fair values were  determined  from quoted
market prices, where available,  using current interest rates considering credit
ratings and the remaining terms to maturity.


                                       25
<PAGE>

Item 4. Controls and Procedures

The Chief  Executive  Officer,  Stanley K. Tanger,  and  Treasurer and Assistant
Secretary,  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 on June 30, 2004 (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.


                                       26
<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 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

     10.1 Amended and Restated Employment  Agreement for Stanley K. Tanger as of
          January 1, 2004.

     10.2 Amended and Restated  Employment  Agreement for Steven B. Tanger as of
          January 1, 2004.

     10.3 Amended and Restated  Employment  Agreement for Frank C.  Marchisello,
          Jr. as of January 1, 2004.

     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
                                   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 6, 2004

                                       27
<PAGE>


                                  Exhibit Index


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

10.1            Amended and Restated Employment Agreement of Stanley K. Tanger
                as of January 1, 2004.

10.2            Amended and Restated Employment Agreement of Steven B. Tanger as
                of January 1, 2004.

10.3            Amended and Restated Employment Agreement of Frank C.
                Marchisello, Jr. as of January 1, 2004.

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.


                                       28