SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

August 11, 2005

United States Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549

RE:  Tanger Properties Limited Partnership
     Comment Letter dated March 22, 2005

Ladies and Gentlemen:

We have reviewed your comments and would like to offer the following responses
which have been numbered to correspond to the numbered comments in your letter.

1.   Staff Comment:  Note 17. Subsequent Events, page F-24 Please supplementally
     advise  us how you  considered  SFAS  144 in  evaluating  the  property  in
     Seymour,  Indiana for impairment,  and in the subsequent accounting for the
     disposal  of  the  property  in  the  first  quarter.   In  your  response,
     specifically address the following:

     -    What did you consider to be the long-lived asset (asset group) in your
          evaluation for impairment in accordance with paragraph 7 of SFAS 144?

     -    How does the asset (asset group) that was sold in the first quarter of
          2005 qualify as a component of an entity in accordance  with paragraph
          41 of SFAS 144  such  that the loss on sale  should  be  reflected  in
          discontinued operations?

     -    Was the  property  that was sold in the first  quarter  of 2005  under
          contract at December 31, 2004 at the subsequent sale price?

     Company Response:

     Long-lived asset group
     ----------------------

     Since our  inception,  we have always  considered  and  accounted  for each
     individual  property,  whether  acquired or  developed,  as a single  asset
     group.  We  believe  this  treatment  is  appropriate  since the value of a
     shopping  center  and  the  associated   outparcels  and  excess  land  are
     economically linked.

     Historically,  we have  sold  individual  outparcels  without  selling  the
     related   shopping   center.   Any  related  gains  or  losses  from  these
     transactions  have  been  included  in the  shopping  center's  results  of
     operations in our internal financial  statements.  In addition,  historical
     sales of our shopping centers have always included the property as a whole,
     including any  outparcels  or excess land.  Paragraph 4 of SFAS 144 defines
     the  scope  of  this  pronouncement  as  the  asset  or  asset  group  that
     "represents the lowest level for which  identifiable cash flows are largely
<PAGE>
     independent of the cash flows of other groups of assets or liabilities. For
     a long-lived  asset or assets to be disposed of by sale or otherwise,  that
     group...represents assets to be disposed of together as a group in a single
     transaction....".  Since our  historical  sales of  shopping  centers  have
     always  included  any  associated  outparcels  or  excess  land as a single
     transaction, we have always run our undiscounted cash flow model to include
     both the expected  undiscounted  cash flows of the shopping center plus the
     expected sale price of the property as a whole,  including  any  associated
     outparcels or excess land.

     The land on which the Seymour  shopping center was located,  as well as the
     excess land and the  outparcels,  were all  purchased  as a single asset in
     1994.  Tanger  subsequently  developed the Seymour outlet center later that
     same year.  Accordingly,  the land and the developed  shopping  center were
     accounted  for as a single asset group for purposes of SFAS 144.  SFAS 144,
     par. 33. addresses the subsequent sale of a property as follows: "...If the
     asset (asset group) is tested for recoverability (on a held-and-used basis)
     as of the balance  sheet date,  the  estimates of future cash flows used in
     that test shall consider the  likelihood of possible  outcomes that existed
     at the balance sheet date,  including the  assessment of the  likelihood of
     the future sale of the asset.  That assessment made as of the balance sheet
     date  shall not be  revised  for a  decision  to sell the  asset  after the
     balance sheet date. An impairment  loss, if any, to be recognized  shall be
     measured  as the amount by which the  carrying  amount of the asset  (asset
     group)  exceeds its fair value at the balance sheet  date..."

     Component of Entity and Discontinued Operations
     -----------------------------------------------

     In light of your  question,  we have revisited the best method of reporting
     the subsequent sale of the outlet center. Since we have only sold a portion
     of the designated asset group, we have concluded that the sold portion does
     not  represent  a  component,  and thus we will  show the loss on sale as a
     component  of  income  from  continuing  operations.  We will  continue  to
     evaluate the criteria of paragraph 30 of SFAS 144 to determine  the ongoing
     classification of the remaining  undeveloped land and outparcels.

     Contract Status
     ---------------

     The property was not under contract at December 31, 2004. In February 2005,
     we were  informed  that a  potential  buyer for the  property  in  Seymour,
     Indiana had offered $2.1 million for the shopping center.  This offer price
     was for the shopping  center only,  and did not include the  outparcels and
     excess land.

     The Seymour asset group was not classified as held for sale at December 31,
     2004.  Paragraph 30 of SFAS 144 has six criteria that must all be met for a
     long-lived  asset to be  considered  held for  sale.  At least two of these
     criteria had not been met at December 31, 2004.
<PAGE>

     First, management does not have the  authority to sell real estate  without
     the consent of the Company's Board of Directors. The Board had not approved
     a plan as of December 31, 2004.

     Secondly,  the sale of the asset was not  probable  (as defined in SFAS 5).
     Based on the Company's history related to selling centers, several times in
     the past potential buyers have stated that they wish to purchase a property
     from us and then by the end of their due  diligence  period they decline to
     continue on and complete the purchase process. As of December 31, 2004, the
     due  diligence  period for the sale of the asset group in question  had not
     even begun because the property was not under contract.

     FAS 144 Considerations
     ----------------------

     At December  31,  2004,  we prepared an analysis of the  undiscounted  cash
     flows  of this  property  in  accordance  with FAS 144  based on facts  and
     circumstances  known by us as of that date. The cash flows from  operations
     were based on the latest  year's  results,  adjusted for both  positive and
     negative  changes  in  circumstances.  The  expected  sale  prices  of  the
     outparcels and excess land were based on information provided by an outside
     broker.  The broker  utilized  recent  comparable  land  sales in  Seymour,
     Indiana,  which  were  considered   reasonable,   although  the  price  was
     considerably  less  than the  comparable  sales of two  outparcels  at this
     location, aggregating approximately 2.2 acres.

     In  estimating  the cash  proceeds  from the expected  sale of the shopping
     center,  we considered the listing  price,  adjusted for  negotiations  and
     selling  costs.  The selling  price used was actually less than the selling
     price per square  foot for  comparable  shopping  centers  with  comparable
     occupancy rates sold both by Tanger and other real estate developers.

     Although not by a  significant  amount,  the results of our model showed an
     amount of future  undiscounted cash flows in excess of the carrying amount,
     thus no impairment was recognized at year end.

     In light of your comments,  we enhanced the impairment analysis to consider
     3 possible scenarios and weighted the probability of each scenario equally.
     The scenarios  included the sale of the center within one year, within five
     years, and operating the property for 23 years. The results of our enhanced
     models continued to show  undiscounted cash flows in excess of the carrying
     amount.

2.   Staff Comment:  In addition,  please clarify how you calculated the loss on
     sale of the  property.  Specifically,  tell us the  carrying  amount of the
     property  sold and the  carrying  amount of the excess land and  outparcels
     retained.
<PAGE>

     Company Response:

          The  calculation of the loss on sale of the property was calculated as
          shown below:

             Loss calculation on Seymour sale:
             Sales price                             $2,100,000
             Closing expenses                         (141,475)
                                                      ---------
             Net proceeds from sale                                  $ 1,958,525

             Carrying value:
                 Cost value of land                     475,847
                 Cost basis - property               11,849,363
                 Less: accumulated depreciation     (5,845,486)
                                                    -----------
                     Net book value                                    6,479,724
                 Deferred lease costs, net                               118,290
                 Other assets                                             50,735
                                                                          ------
             Total carrying value                                      6,648,749
                                                                       ---------
             Loss on sale                                           $(4,690,224)
                                                                    ============

          In determining  the carrying amount of the land for the portion of the
          asset group deemed to have been sold,  we compared our total costs for
          land and site work improvements for the entire asset group and divided
          such amount by the total number of acres for the entire asset group to
          arrive  at a cost  per  acre.  The  resulting  cost  per acre was then
          multiplied   by  the  number  of  acres  to  remain  after  the  sales
          transaction to arrive at a cost value for the remaining outparcels and
          excess land. The  difference was the amount  determined to be the cost
          value of the land for the portion of the asset group sold.

          An  allocation  of  $475,847  was made for the land  sold on which the
          center  was  situated.  The  carrying  amount of the  excess  land and
          outparcels retained and the related site improvements was as follows:

                Excess land and outparcels                       $1,114,261
                Site Work and Related Improvements                  674,104
                                                                    -------
                Total Value Retained                             $1,788,365
                                                                 ==========

          The  excess  land and  outparcels  are being  listed by our broker for
          approximately  $4,800,000,  which we believe  approximates fair market
          value and is well in excess of the carrying amount stated above. We do
          not foresee any more losses to be recognized for this asset group.

          We would  like to thank  the  staff for  their  time and  courtesy  in
          addressing these comments.

          Sincerely,

          Frank C. Marchisello, Jr.
          -------------------------
          Frank C. Marchisello, Jr.
          Executive Vice-President and Chief Financial Officer
</TEXT>
</DOCUMENT>