**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-K/A**




Amendment
      No. 1




**FOR
      ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF
      THE**


**SECURITIES
      EXCHANGE ACT OF 1934**





**[X]**  ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
      the
      fiscal year ended December 31, 2005





OR





[
 ]
      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT
      OF 1934





Commission
      File Number 001-12482





**GLIMCHER
      REALTY TRUST**


(Exact
      name of registrant as specified in its charter)




**Maryland**
            **31-1390518**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)




**150
                  East Gay Street**
                **Columbus,
                  Ohio**
              **43215**(Address
                  of principal executive offices)
              (Zip
                  Code)


Registrant’s
      telephone number, including area code: **(614)
      621-9000**





Securities
      registered pursuant to Section 12(b) of the Act:




Title
                of each class
            Name
                of each exchange on which registered**Common
                Shares of Beneficial Interest, par value $0.01 per
                share**
              **8
                3⁄4% Series F Cumulative Redeemable Preferred Shares of
                Beneficial**
              **Interest,
                par value $0.01 per share**
              **8**1⁄8**%
                Series G Cumulative Redeemable Preferred Shares of
                Beneficial**
              **Interest,
                par value $0.01 per share**
            **New
                York Stock
                Exchange**
              **New
                York Stock
                Exchange**
              
              **New
                York Stock
                Exchange**










Securities
      registered pursuant to Section 12(g) of the Act: **None**





Indicate
      by check mark if the Registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. **Yes
      [X] No [_]**





Indicated
      by check mark if the Registrant is not required to file reports pursuant to
      Section 12 or Section 15(d) of the Securities Exchange Act of 1934. **Yes
      [_] No [X]**





Indicate
      by check mark whether the Registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the Registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. **Yes
      [X] No [_]**





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of Registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K **[_** **].**





Indicate
      by check mark whether the Registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      One): **Large accelerated filer [X] Accelerated filer [_] Non-accelerated filer
      [_]**





Indicate
      by check mark whether the Registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). **Yes
      [_** **]
      No [X]**




As
      of
      February 22, 2006, there were 36,561,577 Common Shares of Beneficial Interest
      outstanding, par value $0.01 per share.





The
      aggregate market value of the voting stock held by non-affiliates of the
      Registrant, based on the closing price of the Registrant’s Common Shares of
      Beneficial Interest as quoted on the New York Stock Exchange on June 30, 2005,
      was $981,042,753.




**Documents
      Incorporated By Reference**





Portions
      of the Glimcher Realty Trust Proxy Statement to be filed with the Securities
      and
      Exchange Commission within 120 days after the year covered by this Form 10-K
      with respect to the Annual Meeting of Shareholders to be held on May 5, 2006
      are
      incorporated by reference into Part III of this Report.









**TABLE
      OF CONTENTS**


**Form
                      10-K/A****Item
                      No.**
                  **Page****PART
                      II**5.     
                      Market for Registrant's Common Equity, Related Shareholder
                      Matters and
                      Issuer Purchases of Equity Securities
                  1Exhibit
                      31.1 Certifications
                  3Exhibit
                      31.2 Certifications
                  4Exhibit
                      32.1 Certification
                  5Exhibit
                      32.2 Certification
                  6
 
 **Amendment
        No. 1 to Glimcher Realty Trust’s Annual Report on
        Form 10-K**
 **For
        the Year Ended December 31, 2005**
 
 **EXPLANATORY
        NOTE**
 
 The
        purpose of this Amendment No. 1 on Form 10-K/A (“Amendment”) is solely to amend
        Part II, “Item 5. Market for Registrant’s Common Equity, Related Shareholder
        Matters and Issuer Purchases of Equity Securities” **** of
        our
        Annual Report on Form 10-K for the fiscal year ended December 31, 2005,
        which was originally filed with the Securities and Exchange Commission (“SEC”)
        on February 24, 2006 (the “Original Document”), in order to provide the number
        of holders of record of our common shares of beneficial interest (“Common
        Shares”). The Original Document inadvertently disclosed the number of
        outstanding Common Shares as of February 22, 2006 instead of the number of
        holders of record of our Common Shares as of that date. As required by SEC
        rules, this Amendment sets forth the complete text of Part II, Item 5, which
        has
        been revised solely as indicated above.
  Additionally,
        pursuant to Rule 12b-15 of the Act, this Amendment contains new
        certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act
        of 2002. This Amendment contains only the sections to the Original Document
        that
        are being amended and does not affect other sections of the Original Document
        not discussed herein. This Amendment continues to speak as of the date of
        the
        Original Document and we have not updated the disclosure contained herein
        to
        reflect events that have occurred since the filing of the Original Document.
        Accordingly, this Amendment should be read in conjunction with the Company’s
        other filings, if any, made with the SEC subsequent to the filing of the
        Original Document, including any amendments to those filings, if any.
 
 **PART
        II.**
 
 **Item
                5.**
              **Market
                  for Registrant’s Common Equity, Related Shareholder Matters and Issuer
                  Purchases of Equity
                  Securities**
 
 *(a)*
              *Market
                  Information*
  The
        Common Shares are currently listed and traded on the New York Stock Exchange
        (“NYSE”) under the symbol “GRT.” On February 22, 2006, the last reported sales
        price of the Common Shares on the NYSE was $27.86. The following table shows
        the
        high and low sales prices for the Common Shares on the NYSE for the 2005
        and
        2004 quarterly periods indicated as reported by the New York Stock Exchange
        Composite Tape and the cash distributions per Common Share paid by GRT with
        respect to such period.
  **Distributions****Quarter
                  Ended**
              **High**
              **Low**
              **Per
                  Share**March
                  31, 2004
              $27.72
              $21.92
              $0.4808June
                  30, 2004
              $27.15
              $19.00
              $0.4808September
                  30, 2004
              $26.00
              $21.43
              $0.4808December
                  31, 2004
              $28.83
              $24.05
              $0.4808March
                  31, 2005
              $28.03
              $23.40
              $0.4808June
                  30, 2005
              $29.00
              $23.45
              $0.4808September
                  30, 2005
              $30.16
              $24.03
              $0.4808December
                  31, 2005
              $26.70
              $21.74
              $0.4808
 
 *(b)*
              *Holders*
 
 The
        number of holders of record of the Common Shares was 956 as of February 22,
        2006.
 
 *(c)*
              *Distributions*
 
 Future
        distributions paid by GRT on the Common Shares will be at the discretion
        of the
        trustees of GRT and will depend upon the actual cash flow of GRT, its financial
        condition, capital requirements, the annual distribution requirements under
        the
        REIT provisions of the Code and such other factors as the trustees of GRT
        deem
        relevant.
 
 1
  GRT
        has
        implemented a Distribution Reinvestment and Share Purchase Plan (the “Plan”)
        under which its shareholders or OP Unit holders may elect to purchase additional
        Common Shares at fair value and/or automatically reinvest their distributions
        in
        Common Shares at fair value. In order to fulfill its obligations under the
        Plan,
        GRT may purchase Common Shares in the open market or issue Common Shares
        that
        have been registered and authorized specifically for the Plan. As of December
        31, 2005, 2,100,000 Common Shares were authorized, of which 250,197 Common
        Shares have been issued.
  **SIGNATURE**
 
 Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange Act
        of
        1934, the registrant has duly caused this Amendment to be signed on its behalf
        by the undersigned, thereunto duly authorized.
  **GLIMCHER
                REALTY TRUST**By:
              /s/ Mark
                E.
                YaleMark
                  E. Yale
                Senior
                  Vice President, Chief Financial Officer and Treasurer
                (Principal
                  Accounting and Financial Officer)
                
                March
                  13, 2006
   2