RW 1 a2084830zrw.txt RW TANGER FACTORY OUTLET CENTERS, INC. TANGER PROPERTIES LIMITED PARTNERSHIP 3200 Northline Avenue, Suite 360 Greensboro, North Carolina 27408 July 18, 2002 Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20549 Re: Rule 477 Letter of Withdrawal - Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership -------------------------------------------------------------------- Dear Sir or Madam: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended, we hereby request to withdraw Registration Statement on Form S-3 and Post-Effective Amendment No. 2 to Form S-3, file no. 333-92448/333-92448-01. No securities were sold in connection with Registration Statement on Form S-3 and Post-Effective Amendment No. 2 to Form S-3, file no. 333-92448/333-92448-01. The Registration Statement on Form S-3 and Post-Effective Amendment No. 2 to Form S-3, file no. 333-92448/333-92448-01, was filed erroneously. We had intended to file a Post-Effective Amendment to the existing registration statement, not a new registration statement. Thank you very much. Truly yours, TANGER FACTORY OUTLET CENTERS, INC. By: /S/ STEVEN B. TANGER ----------------------------------- Steven B. Tanger Director, President and Chief Operating Officer TANGER PROPERTIES LIMITED PARTNERSHIP By: Tanger GP Trust, its sole general partner By: /s/ STEVEN B. TANGER ----------------------------------- Steven B. Tanger President and Trustee of Tanger GP Trust