Deutsche Bank AG
Taunusanlage 12, D-60325
Frankfurt am Main
Federal Republic of Germany



Jeffrey A. Ruiz
Vice President
Telephone: (212) 250-3667


                                                              February 6, 2004


Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC  20549
Attn:  Filing Desk


Dear Sir or Madame:

         Re:  Filing of Schedule 13G - Chelsea Property Group, Inc.


  Pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, attached is one
copy of Schedule 13G with respect to the common stock of the above referenced
corporation.

Please acknowledge your receipt of the Schedule 13G by return e-mail
confirmation.

                                                                 Sincerely,



                                                                 Jeffrey A. Ruiz








Enclosures




                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                               (Amendment No. 2 )

                   Under the Securities Exchange Act of 1934


                          Chelsea Property Group, Inc.
                    ---------------------------------------
                                NAME OF ISSUER:


                        Common Stock ($0.001 Par Value)
                    ---------------------------------------
                          TITLE OF CLASS OF SECURITIES

                                   163421100
                    ---------------------------------------
                                  CUSIP NUMBER


                               December 31, 2003
                    ---------------------------------------
            (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

                               [X] Rule 13d-1(b)

                               [ ] Rule 13d-1(c)

                               [ ] Rule 13d-1(d)









1. NAME OF REPORTING PERSONS
    S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

         Deutsche Bank AG*

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
      (A)       [ ]
      (B)       [ ]

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    Federal Republic of Germany

NUMBER OF         5.       SOLE VOTING POWER
SHARES                     4,260,986
BENEFICIALLY      6.       SHARED VOTING POWER
OWNED BY
EACH              7.       SOLE DISPOSITIVE POWER
REPORTING                  4,356,386
PERSON WITH       8.       SHARED DISPOSITIVE POWER


9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         4,356,386

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
    SHARES [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

         10.02%

12. TYPE OF REPORTING PERSON

         HC, CO


    *In accordance with Securities Exchange Act Release No. 39538 (January 12,
    1998), this filing reflects the securities beneficially owned by the
    Private Clients and Asset Management business group ("PCAM") of Deutsche
    Bank AG and its subsidiaries and affiliates (collectively, "DBAG"). This
    filing does not reflect securities, if any, beneficially owned by any other
    business group of DBAG. Consistent with Rule 13d-4 under the Securities
    Exchange Act of 1934 ("Act"), this filing shall not be construed as an
    admission that PCAM is, for purposes of Section 13(d) under the Act, the
    beneficial owner of any securities covered by the filing.





1. NAME OF REPORTING PERSONS
    S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

         RREEF America, L.L.C.

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
      (A)       [ ]
      (B)       [ ]


3. SEC USE ONLY


4. CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

NUMBER OF         5.       SOLE VOTING POWER
SHARES                     4,252,186
BENEFICIALLY      6.       SHARED VOTING POWER
OWNED BY
EACH              7.       SOLE DISPOSITIVE POWER
REPORTING                   4,252,186
PERSON WITH       8.       SHARED DISPOSITIVE POWER


9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         4,252,186

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
    SHARES [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

         9.78%

12. TYPE OF REPORTING PERSON

         IA, CO







1. NAME OF REPORTING PERSONS
     S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

         Deutsche Bank Trust Company Americas

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
     (A)       [ ]
     (B)       [ ]


3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

NUMBER OF         5.       SOLE VOTING POWER
SHARES                     8,800
BENEFICIALLY      6.       SHARED VOTING POWER
OWNED BY
EACH              7.       SOLE DISPOSITIVE POWER
REPORTING                  8,800
PERSON WITH       8.       SHARED DISPOSITIVE POWER


9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         8,800

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
    SHARES [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

         0.02%

12. TYPE OF REPORTING PERSON

         BK, CO







1. NAME OF REPORTING PERSONS
     S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

         Deutsche Investment Management Americas

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
      (A)       [ ]
      (B)       [ ]


3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

NUMBER OF         5.       SOLE VOTING POWER
SHARES                     0
BENEFICIALLY      6.       SHARED VOTING POWER
OWNED BY
EACH              7.       SOLE DISPOSITIVE POWER
REPORTING                  95,400
PERSON WITH       8.       SHARED DISPOSITIVE POWER


9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         95,400

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
    SHARES [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

         0.22%

12. TYPE OF REPORTING PERSON

         IA, CO






Item 1(a).        Name of Issuer:

                  Chelsea Property Group, Inc.  (the "Issuer")

Item 1(b).        Address of Issuer's Principal Executive Offices:

                  103 Eisenhower Parkway Roseland, NJ 07068

Item 2(a).        Name of Person Filing:

                  This statement is filed on behalf of Deutsche Bank AG,
                  ("Reporting Person").

Item 2(b).        Address of Principal Business Office or, if none, Residence:

                           Taunusanlage 12, D-60325
                           Frankfurt am Main
                           Federal Republic of Germany

Item 2(c).        Citizenship:

                  The citizenship of the Reporting Person is set forth on the

                                   cover page.

Item 2(d).        Title of Class of Securities:

                  The title of the securities is common stock, $0.001 par value

                                ("Common Stock").

Item 2(e).        CUSIP Number:

                  The CUSIP number of the Common Stock is set forth on the cover

                  page.

Item 3.          If this statement is filed pursuant to Rules 13d-1(b), or

                        13d-2(b) or (c), check whether the person filing is a:

                 (a) [ ] Broker or dealer registered under section 15 of the
Act;

                 (b) [X] Bank as defined in section 3(a)(6) of the Act;

                             Deutsche Bank Trust Company Americas

                 (c) [ ] Insurance Company as defined in section 3(a)(19)
                     of the Act;

                 (d) [ ]  Investment Company registered under section 8 of the
                     Investment Company Act of 1940;

                 (e) [X] An investment adviser in accordance with Rule
                     13d-1(b)(1)(ii)(E); RREEF America, L.L.C.

                      Deutsche Investment Management Americas Inc.

                 (f) [ ] An employee benefit plan, or endowment fund in
                     accordance with Rule 13d-1 (b)(1)(ii)(F);

                 (g) [X] Parent holding company or control person in
                     accordance with Rule 13d-1 (b)(1)(ii)(G);

                     Deutsche Bank AG

                 (h) [ ] A savings association as defined in section
                     3(b) of the Federal Deposit Insurance Act;

                 (i) [ ] A church plan that is excluded from the
                     definition of an investment company under section
                     3(c)(14) of the Investment Company Act of 1940;

                 (j) [ ] Group, in accordance with Rule 13d-1
                     (b)(1)(ii)(J).


Item 4.           Ownership.

           (a) Amount beneficially owned:

                  The Reporting Person owns the amount of the Common Stock as
                  set forth on the cover page.

           (b)    Percent of class:

                  The Reporting Person owns the percentage of the Common Stock
                  as set forth on the cover page.

            (c) Number of shares as to which such person has:

                 (i) sole power to vote or to direct the vote:

                  The Reporting Person has the sole power to vote or
                  direct the vote of the Common Stock as set forth on
                  the cover page.

                  (ii) shared power to vote or to direct the vote:

                  The Reporting Person has the shared power to vote or
                  direct the vote of the Common Stock as set forth on
                  the cover page.

                  (iii) sole power to dispose or to direct the
                  disposition of:

                  The Reporting Person has the sole power to dispose or
                  direct the disposition of the Common Stock as set
                  forth on the cover page.

                  (iv) shared power to dispose or to direct the
                  disposition of:

                  The Reporting Person has the shared power to dispose
                  or direct the disposition of the Common Stock as set
                  forth on the cover page.

Item 5.           Ownership of Five Percent or Less of a Class.

                                 Not applicable.


Item 6.           Ownership of More than Five Percent on Behalf of
                  Another Person.

                                 Not applicable.

Item 7.           Identification and Classification of the Subsidiary Which
                  Acquired the Security Being

                  Reported on by the Parent Holding Company.

                     Subsidiary                        Item 3 Classification
                  ------------------------------------------------------------

                  RREEF America, L.L.C.                      Investment Advisor

                  Deutsche Bank Trust Company Americas          Bank

                  Deutsche Investment Management             Investment Advisor
                          Americas Inc.



Item 8.           Identification and Classification of Members of the Group.

                                 Not applicable.

Item 9.           Notice of Dissolution of Group.

                                 Not applicable.

Item 10.         Certification.

By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.






                                  SIGNATURE

             After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.

Dated: 2/6/04


                                         DEUTSCHE BANK AG


                                         By: /s/ Jeffrey A. Ruiz
                                         Name: Jeffrey A. Ruiz
                                         Title: Vice President

                                         By: /s/ Pasquale Antolino
                                         Name: Pasquale Antolino
                                         Title: Associate





                                  SIGNATURE

                  After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.

Dated: 2/6/04


                                          RREEF America, L.L.C.

                                          By: /s/ Mark Zeisloft
                                          Name: Mark Zeisloft
                                          Title:  Vice President










                                  SIGNATURE

                  After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.

Dated: 2/6/04


                                   Deutsche Investment Management Americas Inc.

                                   By: /s/ Jeffrey A Ruiz
                                   Name: Jeffrey A Ruiz
                                   Title:  Vice President







                                   SIGNATURE

                  After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.

Dated: 2/6/04


                                       Deutsche Bank Trust Company Americas

                                       By: /s/ Jeffrey A Ruiz
                                       Name: Jeffrey A Ruiz
                                       Title:  Vice President