TANGER PROPERTIES LTD PARTNERSHIP /NC/
8-K, 1997-10-27
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form 8-K

                                CURRENT REPORT
                    Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): September 12, 1997

                     TANGER PROPERTIES LIMITED PARTNERSHIP

             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                 <C>                              <C>
                NORTH CAROLINA                             333-99736-01                        56-1822494
                                                           333-3526-01

(State or Other Jurisdiction Incorporation)         (Commission File Numbers)        (I.R.S. Employer or Identification Number)

</TABLE>

                       --------------------------------
                          1400 West Northwood Street
                            Greensboro, NC 27408
                        (principal executive offices)
                                (910) 274-1666



Item 5. OTHER EVENTS

     On September 12, 1997, Tanger Properties Limited Partnership filed a
prospectus pursuant to Rule 424(b)(3) incorporating by reference certain
financial statements and financial statement schedules that have been audited
by Coopers & Lybrand LLP and naming Coopers & Lybrand LLP as an expert. The
consent of Coopers & Lybrand LLP to such inclusion and reference is filed as 
an Exhibit herewith.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

          (a) Not applicable

          (b) Not applicable

          (c) Exhibits



                                      

<PAGE>

EXHIBIT NO.                  DESCRIPTION

   23.1     Consent of Independent Accountants, dated as of October 21, 1997.

                SIGNATURES


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

Dated:  October 27, 1997



                                   TANGER PROPERTIES LIMITED PARTNERSHIP



                                   By:    /s/ Stanley K. Tanger
                                        -----------------------

                                 Name:  Stanley K. Tanger
                                        -----------------------
                                Title:  Chief Executive Officer
                                        -----------------------


                                       2


<PAGE>

                                                                   Exhibit 23.1

                                      [LETTERHEAD]


                       CONSENT OF INDEPENDENT ACCOUNTANTS 

We consent to the incorporation by reference in this registration statement 
on Form S-3 (File Nos. 33-99736/33-99736-01 and 333-3526/333-3526-01), of our 
report dated January 27, 1997, except for Note 14, which is dated February 
28, 1997, on our audits of the consolidated financial statements and 
financial statement schedules of Tanger Factory Outlet Centers, Inc. included 
in the Annual Report on Form 10-K. We also consent to the inclusion in this 
registration statement on Form S-3 (File Nos. 33-99736/33-99736-01 and 
333-3526/333-3526-01) of our report dated January 27, 1997, except for Note 
14, which is dated February 28, 1997, on our audits of the financial 
statements of Tanger Properties Limited Partnership, a subsidiary of Tanger 
Factory Outlet Center, Inc. We also consent to the reference to our Firm 
under the caption "Experts".



/s/ Coopers & Lybrand L.L.P.
- --------------------------
Coopers & Lybrand L.L.P.



Greensboro, North Carolina
October 21, 1997



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