NEWS RELEASE
FOR RELEASE:    IMMEDIATE RELEASE
CONTACT:        Frank C. Marchisello, Jr.
                (336) 834-6834

                    TANGER REPORTS YEAR END RESULTS FOR 2004
           34.0% INCREASE IN TOTAL FFO, 9.9% INCREASE IN FFO PER SHARE
                 Declares 3.2% Increase in Common Share Dividend


Greensboro,  NC, March 1, 2005, Tanger Factory Outlet Centers,  Inc.  (NYSE:SKT)
today reported funds from operations  (FFO) for the year ended December 31, 2004
increased 34.0% to $63.0 million,  as compared to FFO of $47.0 million for 2003.
On a per share basis, FFO for 2004 was $1.89 per share, as compared to $1.72 per
share  for 2003,  representing  a 9.9% per share  increase.  FFO for the  fourth
quarter of 2004 was $17.7  million,  or $0.53 per share,  as  compared to FFO of
$13.9 million, or $.49 per share for the fourth quarter of 2003, representing an
increase of 8.2% per share.

Tanger's FFO included  $1.5 million in gains on the sale of land parcels for the
year ended  December 31, 2004,  compared to no land parcel sales in the previous
year.  Excluding  these  gains,  which are a  component  of  Tanger's  long term
strategic plan, but  unpredictable in their  occurrence,  FFO for the year ended
December 31, 2004 would have been $1.85 per share,  resulting in a 7.6% increase
in FFO per share for the year.

Net income for the year ended  December 31, 2004 was $7.0 million,  or $0.26 per
share,  as compared to $12.0 million,  or $0.59 per share,  for 2003. Net income
for the fourth quarter of 2004 was $4.3 million, or $0.16 per share, as compared
to $4.8 million, or $0.22 per share, for the fourth quarter of 2003.  Comparable
net  income  results  were  impacted  by the  allocation  of income to  Tanger's
consolidated  joint  venture  partner in 2004 as  required  under the  Company's
current accounting policies.

The Company considers FFO a key measure of its operating performance that is not
specifically  defined by accounting  principles generally accepted in the United
States ("GAAP").  The Company believes that FFO is helpful to investors  because
it is a widely  recognized  measure of the performance of real estate investment
trusts and provides a relevant basis for comparison among REITs. All FFO and net
income per share  amounts are on a diluted  basis and have been adjusted for the
two for one split of the Company's  common shares which  occurred in December of
2004. A  reconciliation  of net income to FFO is  presented on the  supplemental
information page of this press release.

Tanger achieved the following results for the year ended December 31, 2004:


o    97% year-end portfolio occupancy rate, up from 96% on December 31, 2003 and
     September 30, 2004

o    Comparative  sales  increased  3.2% to $310  per  square  foot in  reported
     same-space  tenant sales for the rolling  twelve months ended  December 31,
     2004

o    Average  initial  base rent for new stores  opened  during 2004 was $17.99,
     which was 12.1%  higher  than the  average  base rent of $16.05  for stores
     closed during 2004

o    471 re-tenant or renewal leases  signed,  totaling 2.0 million square feet,
     achieving an 87.7% renewal rate and a 5.5% increase in base rent, on a cash
     basis, for re-tenanted and renewed space

                                       1


o    35.1%  debt-to-total  market  capitalization  ratio,  3.47  times  interest
     coverage ratio compared to 2.63 times last year

o    General and  administrative  expenses  as a  percentage  of total  revenues
     decreased from 8.1% to 6.6%

o    $13.2  million in net  proceeds  in  conjunction  with the  exercise of the
     underwriters'  over-allotment  option  relating to the December 2003 common
     share offering

o    $20.4  million in net proceeds from the sale of three  non-core  properties
     and five land parcels

o    Expanded Board of Directors from five to six members

o    Two for one split of the Company's common shares


"The Tanger team  successfully  executed  our growth  strategy in 2004,"  stated
Stanley K.  Tanger,  Chairman  of the Board and Chief  Executive  Officer.  "Our
financial  results came in as expected for the fourth  quarter and the year. Our
tenant retention  rates,  along with the increases in rental rates on new leases
and renewals,  were outstanding.  What makes this most satisfying is our ability
to obtain these results after increasing the square feet under management by 50%
when we acquired, through a joint venture agreement, nine centers in December of
2003.  These  achievements  are a  reflection  of the  strength and depth of our
seasoned management team."

                  Dividend Increases for 12th Consecutive Year

Tanger  announced today that its Board of Directors  approved a 3.2% increase in
the  annual  dividend  on its  common  shares  from $1.25 per share to $1.29 per
share.  Simultaneously,  the Board of Directors declared a quarterly dividend of
$.3225 per share for the first  quarter ended March 31, 2005. A cash dividend of
$.3225 per share  will be payable on May 16,  2005 to holders of record on April
29, 2005.  Tanger has increased  its dividend each year since  becoming a public
company in May of 1993.

              National Platform Continues to Drive Solid Operating
                      Results and Higher Same-Space Sales

The Company's broad geographic  representation and established brand name within
the factory outlet industry continues to generate solid operating  results.  The
Company's  portfolio  of owned or  partially  owned  properties  had a  year-end
occupancy rate of 97%,  representing the 24th consecutive year since the Company
commenced operations in 1981 that it has achieved a year-end portfolio occupancy
rate at or above 95%.

During 2004, the Company  executed 471 re-tenant or renewal leases  totaling 2.0
million  square  feet.  The  Company  achieved  a  retention  rate of 87.5% with
existing  tenants  for the year and  achieved  a 5.5%  increase  in base  rental
revenue per square foot, on a cash basis, for re-tenanted and renewed space. The
average  initial  base rent for new stores that  opened  during 2004 was $17.99,
which was 12.1%  higher  than the  average  base rent of $16.05 for stores  that
closed during 2004.

The  Company  continues  to derive its  rental  income  from a diverse  group of
retailers  with no  single  tenant  representing  more  than  6.7% of its  gross
leasable area and 6.1% of its total base and percentage  rental  revenues.  Same
center  net  operating  income  increased  2.0% for the  fourth  quarter of 2004
compared to the same period in 2003.

In spite of sales at a number of our  centers  located  along the east coast and
the Gulf of Mexico being  adversely  affected by the  hurricanes in September of
2004,  same-space  sales  increased by 3.2% for the year ended December 31, 2004
and 2.2% for the three months ended December 31, 2004 over the same-space  sales
for the comparable periods in 2003. Same-space sales are defined as the weighted
average  sales per square foot  reported in space open for the full  duration of
the comparative periods.

                                       2


Reported  same-store  sales  increased 1.1% for the year ended December 31, 2004
compared  to the same  period in 2003,  while  same  store  sales for the fourth
quarter  increased  0.5% compared to the fourth quarter of 2003 and 2.8% for the
month of December 2004 compared to December of 2003.  Reported  same-store sales
are defined as sales for  tenants  whose  stores have been open from  January 1,
2003 through the duration of the comparison period.

Sales continued to be adversely  affected by the aftermath of the September 2004
hurricanes at a number of our centers  located along the east coast and the Gulf
of Mexico where sales were down 11.0% for the month of October  2004.  Excluding
these centers, same-space sales increased 4.9% for the quarter and 6.1 % for the
rolling  twelve months ended December 31, 2004 and  same-store  sales  increased
2.6% for the quarter and 2.9% for the year ended December 31, 2004.

        Integration of Charter Oak Portfolio, Sale of Non-Core Assets and
                       Land Parcels, Key Drivers in 2004

During 2004,  Tanger  successfully  completed the integration of the Charter Oak
portfolio of nine outlet  centers,  totaling  approximately  3.3 million  square
feet.  Tanger and an affiliate of Blackstone Real Estate  Advisors  acquired the
portfolio  through a joint venture in the form of a limited liability company in
December 2003. Tanger owns one-third and Blackstone owns two-thirds of the joint
venture.  Tanger is  providing  operating,  management,  leasing  and  marketing
services to the properties for a fee. The purchase price of this transaction was
$491 million, including the assumption of approximately $186.4 million of debt.

Tanger completed a 78,000 square foot expansion at its center located on highway
17 North in Myrtle  Beach,  South  Carolina.  Stores  located  in the  expansion
include Banana Republic,  GAP, Calvin Klein, Ann Taylor,  Puma, Guess and Jones,
NY and others.

The Company was also successful in divesting of three non-core assets, including
its two  small  properties,  located  in North  Conway,  New  Hampshire  and its
property in Dalton,  Georgia.  The Company also sold five land  parcels  located
throughout  four  different  outlet  centers  during the year. Net proceeds from
these transactions totaled $20.4 million.

On February  24,  2005,  Tanger  completed  the sale of its 141,051  square feet
outlet center located in Seymour, Indiana, which opened in September 1994, for a
total cash sales  price of $2.1  million.  After the  deduction  of all  closing
costs,  Tanger will receive net proceeds of approximately  $1.9 million and will
recognize a net loss on the sale of the property of approximately  $5.1 million,
in the first quarter of 2005. The center is currently 75% occupied and generated
average tenant sales of approximately $164 per square foot for the twelve months
ended  January 31, 2005.  The center  represents  less than 2% of the  Company's
gross leasable area and was expected to generate  approximately  $114,000 of net
operating income in 2005.

Tanger continues its  pre-development  and leasing of four previously  announced
sites located in  Pittsburgh,  Pennsylvania;  Deer Park,  New York;  Charleston,
South Carolina; and Wisconsin Dells, Wisconsin,  with expected deliveries during
2006 and 2007.

                 2004 Financing Activities Improve Balance Sheet

On January 6, 2004,  Tanger issued 345,000 common shares in conjunction with the
exercise of the underwriters'  over-allotment option,  relating to the Company's
December 2003 common share offering, resulting in approximately $13.2 million in
additional  net  proceeds,  which were used to pay down amounts  outstanding  on
Tanger's floating rate unsecured lines of credit.

Additionally, during 2004 Tanger increased its unsecured credit line capacity to
$125 million and extended the maturity on its credit lines to June 2007.  Tanger
also  completed  the release of two  properties  which had been  securing  $53.5
million in mortgage loans with Wells Fargo Bank, thus creating an unsecured note
with Wells Fargo Bank for the same face amount,  and retired its $47.5  million,
7.875%  unsecured notes which matured on October 24, 2004 with proceeds from its
property  and land parcel  sales,  and  amounts  available  under the  Company's
unsecured lines of credit.
                                       3

Tanger's  total  market  capitalization  increased  15.8% from $1.18  billion at
December  31, 2003 to $1.37  billion at December  31,  2004.  As of December 31,
2004, on a consolidated  basis, the Company had approximately  $478.7 million of
debt  outstanding  (excluding  a debt premium of $9.3  million),  as compared to
$528.5 million  outstanding at year-end 2003. Of the $478.7 million  outstanding
as of December  31, 2004,  $399.0  million,  or 83.4% of its total debt,  was at
fixed interest rates. At December 31, 2004, Tanger had $26.2 million outstanding
on its lines of credit.  During 2004,  Tanger  improved  its  interest  coverage
ratio,  to 3.47 times for the year ended  December 31, 2004, as compared to 2.63
times interest coverage in the same period last year.

            In 2005 Tanger Expects to Continue Growing FFO Per Share

Based on current market conditions, the strength and stability of its core
portfolio, Tanger currently believes its net income for 2005 will be between
$0.56 and $0.60 per share and its FFO for 2005 will be between $1.93 and $1.97
per share. The Company's earnings estimates do not include the impact of any
potential gains on the sale of land parcels or the impact of any potential sales
or acquisitions of properties. The following table provides the reconciliation
of estimated diluted FFO per share to estimated diluted net income available to
common shareholders per share:

For the twelve months ended December 31, 2005
                                                          Low Range   High Range
Estimated diluted net income per share, excluding
 gain/loss on the sale of real estate                      $ 0.56      $ 0.60
Minority interest, depreciation and amortization uniquely
 significant to real estate including minority interest
 share and our share of joint ventures                      (1.37)      (1.37)
Estimated diluted FFO per share                            $ 1.93      $ 1.97

    Year-End Conference Call to be Held on March 1, 2005 at 10:00 A.M. (EST)

Tanger will host a  conference  call to discuss its 2004  results for  analysts,
investors and other  interested  parties on March 1, 2005, at 10:00 A.M. eastern
time. To access the conference call,  listeners should dial  1-877-277-5113  and
request to be connected to the Tanger  Factory Outlet Centers Fourth Quarter and
Year End Financial Results call.  Alternatively,  this call is being web cast by
CCBN and can be  accessed  at the  corporate  section of Tanger  Factory  Outlet
Centers, Inc.'s web site at www.tangeroutlet.com/corporate.

A  telephone  replay of the call will be  available  from March 1, 2005 at 12:00
P.M.   eastern   time   through   March  10,  2005  at  11:59  A.M.  by  dialing
1-800-642-1687, conference ID # 3279023. An online archive of the broadcast will
also be available through March 10, 2005.

                      About Tanger Factory Outlet Centers

As of December 31, 2004,  Tanger Factory Outlet  Centers,  Inc.  (NYSE:  SKT), a
fully integrated,  self-administered  and self-managed publicly traded REIT, had
ownership  interests  in or  management  responsibilities  for 36  centers in 23
states coast to coast,  totaling  approximately 8.8 million square feet of gross
leasable  area.  We are  filing  a Form 8-K with  the  Securities  and  Exchange
Commission  that  includes a  supplemental  information  package for the quarter
ended December 31, 2004. For more  information on Tanger Outlet  Centers,  visit
our web site at www.tangeroutlet.com.

Estimates  of future net  income per share and FFO per share are by  definition,
and certain other matters  discussed in this press release regarding the renewal
and re-tenanting of space,  tenant sales and sales trends,  interest rates, fund
from  operations,  the  development  of new  centers,  the  opening  of  ongoing

                                       4

expansions, the acquisition or disposition of centers and the impact of sales of
land  parcels  may be,  forward-looking  statements  within  the  meaning of the
federal securities laws. These  forward-looking  statements are subject to risks
and  uncertainties.  Actual results could differ materially from those projected
due to various factors including,  but not limited to, the risks associated with
general economic and local real estate conditions,  the availability and cost of
capital, our ability to lease our properties,  our inability to collect rent due
to the bankruptcy or insolvency of tenants or otherwise, and competition.  For a
more  detailed  discussion  of the factors  that affect our  operating  results,
interested parties should review the Tanger Factory Outlet Centers,  Inc. Annual
Report on Form 10-K for the fiscal year ended  December  31, 2003 (and  December
31, 2004, when available).

                                       5





                                             TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
                                                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                                    (In thousands, except per share data)

                                                                      Three Months Ended                  Year Ended
                                                                         December 31,                     December 31,
                                                                      2004           2003              2004          2003
- ----------------------------------------------------------------------------------------------------------------------------
                                                                          (unaudited)                      (unaudited)
REVENUES
                                                                                                       
 Base rentals (a)                                                  $33,504        $21,783           $129,884       $78,319
 Percentage rentals                                                  2,380          1,462              5,338         3,179
 Expense reimbursements                                             14,629          8,972             52,585        33,053
 Other income (b)                                                    1,692          1,033              6,746         3,508
- ----------------------------------------------------------------------------------------------------------------------------
    Total revenues                                                  52,205         33,250            194,553       118,059
- ----------------------------------------------------------------------------------------------------------------------------
EXPENSES
 Property operating                                                 16,664         10,496             59,759        38,968
 General and administrative                                          3,063          2,186             12,820         9,551
 Depreciation and amortization                                      12,292          7,870             51,446        28,231
- ----------------------------------------------------------------------------------------------------------------------------
    Total expenses                                                  32,019         20,552            124,025        76,750
- ----------------------------------------------------------------------------------------------------------------------------
Operating income                                                    20,186         12,698             70,528        41,309
 Interest expense                                                    8,433          6,779             35,117        26,486
- ----------------------------------------------------------------------------------------------------------------------------
Income before equity in earnings of unconsolidated joint ventures,
 minority interests and discontinued operations                     11,753          5,919             35,411        14,823
Equity in earnings of unconsolidated joint ventures (c)                243            180              1,042           819
Minority interests:
 Consolidated joint venture                                         (6,734)          (941)           (27,144)         (941)
 Operating partnership                                                (958)        (1,114)            (1,701)       (3,169)
- ----------------------------------------------------------------------------------------------------------------------------
Income from continuing operations                                    4,304          4,044              7,608        11,532
Discontinued operations, net of minority interest (a) (d)              ---            787               (562)        1,317
- ----------------------------------------------------------------------------------------------------------------------------
Net income                                                           4,304          4,831              7,046        12,849
Less applicable preferred share dividends                              ---            ---                ---          (806)
- ----------------------------------------------------------------------------------------------------------------------------
Net income available to common shareholders                         $4,304         $4,831             $7,046       $12,043
- ----------------------------------------------------------------------------------------------------------------------------

Basic earnings per common share:
 Income from continuing operations                                    $.16           $.18               $.28          $.53
 Net income                                                           $.16           $.22               $.26          $.60
- ----------------------------------------------------------------------------------------------------------------------------

Diluted earnings per common share:
 Income from continuing operations                                    $.16           $.18               $.28          $.52
 Net income                                                           $.16           $.22               $.26          $.59
- ----------------------------------------------------------------------------------------------------------------------------

Funds from operations (FFO)                                        $17,682        $13,918            $63,018       $47,039
FFO per common share - diluted                                        $.53           $.49              $1.89         $1.72
- ----------------------------------------------------------------------------------------------------------------------------

Summary of discontinued operations (d)
 Operating income from discontinued operations                         $ -          $ 416              $ 777       $ 1,849
 Gain (loss) on sale of real estate                                      -            588             (1,460)         (147)
- ----------------------------------------------------------------------------------------------------------------------------
 Income (loss) from discontinued operations                              -          1,004               (683)        1,702
 Minority interest in discontinued operations                            -            217                121           385
- ----------------------------------------------------------------------------------------------------------------------------
Discontinued operations, net of minority interest                      $ -          $ 787             $ (562)      $ 1,317
- ----------------------------------------------------------------------------------------------------------------------------

(a)  Includes straight-line rent and market rent adjustments of $508 and $35 for the three months ended and $1,454 and $(112)
     for the years ended December 31, 2004 and 2003, respectively.
(b) Includes gains on sales of three outparcels of land of $119 for the three months ended and $1,510 for the year ended
    December 31, 2004.
(c) Includes Myrtle Beach, South Carolina Hwy 17 property which is operated by us through a 50% ownership joint venture.
(d) In accordance with SFAS No. 144 "Accounting for the Impairment or Disposal of Long Lived Assets",
    the results of operations for properties disposed of during the year have been reported above as discontinued
    operations for both the current and prior periods presented.



                                       6




                                      TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
                                                   CONSOLIDATED BALANCE SHEETS
                                                (In thousands, except share data)

                                                                                        December 31,         December 31,
                                                                                            2004                2003
- --------------------------------------------------------------------------------------------------------------------------
                                                                                                   (unaudited)
ASSETS
 Rental property
                                                                                                     
   Land                                                                                  $ 113,830         $ 119,833
   Buildings, improvements and fixtures                                                    963,563           958,720
- --------------------------------------------------------------------------------------------------------------------------
                                                                                         1,077,393         1,078,553
   Accumulated depreciation                                                               (224,622)         (192,698)
- --------------------------------------------------------------------------------------------------------------------------
   Rental property, net                                                                    852,771           885,855
 Cash and cash equivalents                                                                   4,103             9,836
 Deferred charges, net                                                                      58,851            68,568
 Other assets                                                                               20,653            23,178
- --------------------------------------------------------------------------------------------------------------------------
     Total assets                                                                        $ 936,378         $ 987,437
- --------------------------------------------------------------------------------------------------------------------------

LIABILITIES, MINORITY INTERESTS AND SHAREHOLDERS' EQUITY
Liabilities
 Long-term debt
   Senior, unsecured note                                                                $ 100,000         $ 147,509
   Mortgages payable (including a premium of $9,346 and $11,852 respectively)              308,342           370,160
   Unsecured note                                                                           53,500               ---
   Lines of credit                                                                          26,165            22,650
- --------------------------------------------------------------------------------------------------------------------------
                                                                                           488,007           540,319
 Construction trade payables                                                                11,918             4,345
 Accounts payable and accrued expenses                                                      17,026            18,025
- --------------------------------------------------------------------------------------------------------------------------
     Total liabilities                                                                     516,951           562,689
- --------------------------------------------------------------------------------------------------------------------------
Commitments
Minority interests
 Consolidated joint venture                                                                222,673           218,148
 Operating partnership                                                                      35,621            39,182
- --------------------------------------------------------------------------------------------------------------------------
     Total minority interests                                                              258,294           257,330
- --------------------------------------------------------------------------------------------------------------------------
Shareholders' equity
 Common shares, $.01 par value, 50,000,000 shares authorized,
  27,443,016 and 25,921,286 shares issued and outstanding
  at December 31, 2004 and 2003                                                                274               260
 Paid in capital                                                                           274,340           249,940
 Distributions in excess of net income                                                    (109,506)          (82,737)
 Deferred compensation                                                                      (3,975)              ---
 Accumulated other comprehensive loss                                                          ---               (45)
- --------------------------------------------------------------------------------------------------------------------------
     Total shareholders' equity                                                            161,133           167,418
- --------------------------------------------------------------------------------------------------------------------------
      Total liabilities, minority interests and shareholders' equity                     $ 936,378         $ 987,437
- --------------------------------------------------------------------------------------------------------------------------


                                       7



                                        TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
                                                   SUPPLEMENTAL INFORMATION
                                   (In thousands, except per share, state and center information)

                                                                       Three Months Ended            Year Ended
                                                                         December 31,                     December 31,
                                                                       2004          2003               2004          2003
- ---------------------------------------------------------------------------------------------------------------------------
Funds From Operations:
                                                                                                       
 Net income                                                          $4,304        $4,831             $7,046       $12,849
 Adjusted for:
  Minority interest in operating partnership                            958         1,114              1,701         3,169
  Minority interest adjustment - consolidated joint venture            (198)          (33)              (180)          (33)
  Minority interest, depreciation and amortization
   attributable to discontinued operations                              ---           492                433         1,847
  Depreciation and amortization uniquely significant to
   real estate - consolidated                                        12,239         7,808             51,224        27,959
  Depreciation and amortization uniquely significant to
   real estate - unconsolidated joint venture                           379           294              1,334         1,101
 (Gain) loss on sale of real estate                                     ---          (588)             1,460           147
- ---------------------------------------------------------------------------------------------------------------------------
Funds from operations before minority interest                      $17,682       $13,918            $63,018       $47,039
- ---------------------------------------------------------------------------------------------------------------------------
Funds from operations per share - diluted                              $.53          $.49              $1.89         $1.72
- ---------------------------------------------------------------------------------------------------------------------------


WEIGHTED AVERAGE SHARES
Basic weighted average common shares                                 27,266        22,015             27,044        20,103
Effect of outstanding share and unit options                            198           351                187           463
Effect of unvested restricted share awards                               56           ---                 30           ---
- ---------------------------------------------------------------------------------------------------------------------------
Diluted weighted average common shares (for
earnings per share computations)                                     27,520        22,366             27,261        20,566
Convertible preferred shares (a)                                        ---           ---                ---           650
Convertible operating partnership units (a)                           6,067         6,067              6,067         6,067
- ---------------------------------------------------------------------------------------------------------------------------
Diluted weighted average common shares (for
funds from operations per share computations)                        33,587        28,433             33,328        27,283
- ---------------------------------------------------------------------------------------------------------------------------


OTHER INFORMATION
Gross leasable area open at end of period -
Wholly owned                                                          5,066         5,299              5,066         5,299
Partially owned - consolidated (b)                                    3,271         3,273              3,271         3,273
Partially owned - unconsolidated (c)                                    402           324                402           324
Managed                                                                 105           434                105           434
- ---------------------------------------------------------------------------------------------------------------------------
Total gross leasable area open at end of period                       8,844         9,330              8,844         9,330

Outlet centers in operation -
Wholly owned                                                             23            26                 23            26
Partially owned - consolidated (b)                                        9             9                  9             9
Partially owned - unconsolidated (c)                                      1             1                  1             1
Managed                                                                   3             4                  3             4
- ---------------------------------------------------------------------------------------------------------------------------
Total outlet centers in operation                                        36            40                 36            40

States operated in at end of period (b) (c)                              23            23                 23            23
Occupancy percentage at end of period (b) (c)                            97%           96%                97%           96%

- ---------------------------------------------------------------------------------------------------------------------------
(a)  The convertible preferred shares and operating partnership units (minority interest) are not dilutive on earnings
     per share computed in accordance with generally accepted accounting principles.
(b)  Includes the Charter Oak portfolio which is operated by us through a 33% ownership joint venture.  However, these
     properties are consolidated for financial reporting under FIN 46.
(c)  Includes Myrtle Beach, South Carolina property which is operated by us through a 50% ownership joint venture.

We believe that for a clear  understanding of our operating results,  FFO should
be considered along with net income as presented  elsewhere in this report.  FFO
is presented because it is a widely accepted financial indicator used by certain
investors  and  analysts to analyze and compare one equity REIT with  another on
the basis of  operating  performance.  FFO is  generally  defined  as net income
(loss),  computed in accordance with generally accepted  accounting  principles,
before extraordinary items and gains (losses) on sale or disposal of depreciable
operating properties, plus depreciation and amortization uniquely significant to
real estate and after  adjustments  for  unconsolidated  partnerships  and joint
ventures.  We caution that the calculation of FFO may vary from entity to entity
and as  such  the  presentation  of FFO by us may  not be  comparable  to  other
similarly titled measures of other reporting  companies.  FFO does not represent
net income or cash flow from  operations  as defined  by  accounting  principles
generally  accepted in the United States of America and should not be considered
an  alternative  to net income as an indication of operating  performance  or to
cash flows from  operations  as a measure of liquidity.  FFO is not  necessarily
indicative of cash flows available to fund dividends to  shareholders  and other
cash needs.
                                       8