<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K
            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2001

                                       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                  (I.R.S. Employer
        incorporation or organization)                  Identification No.)

             20 SOUTH THIRD STREET                             43215
                COLUMBUS, OHIO                              (Zip Code)
   (Address of principal executive offices)

       Registrant's telephone number, including area code: (614) 621-9000
           Securitiesregistered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>

                       TITLE OF EACH CLASS                                     NAME OF EACH EXCHANGE ON WHICH REGISTERED
                       -------------------                                     -----------------------------------------

<S>                                                                                    <C>
 COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE                        NEW YORK STOCK EXCHANGE
9 1/4% SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES OF BENEFICIAL                    NEW YORK STOCK EXCHANGE
               INTEREST, PAR VALUE $0.01 PER SHARE
                      -------------------------------------
</TABLE>

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

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 [ ].

As of March 4, 2002, there were 30,131,724 Common Shares of Beneficial Interest
outstanding, par value $0.01 per share, and the aggregate market value of such
stock held by non-affiliates of the Registrant was $524,314,384 (based on the
closing price on the New York Stock Exchange on such date).

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 2001 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 10, 2002 are incorporated by reference into Part III.



                                  1 of 73 pages

<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                            FORM
                                                                                                            10-K
                                                                                                           REPORT
                                                                                                            PAGE
ITEM NO.
                                     PART I
<S>      <C>                                                                                                 <C>
1.       Business....................................................................................          3
2.       Properties..................................................................................          8
3.       Legal Proceedings...........................................................................         20
4.       Submission of Matters to a Vote of Security Holders.........................................         20

                                     PART II

5.       Market for the Registrant's Common Equity and Related Shareholder Matters...................         20
6.       Selected Financial Data.....................................................................         21
7.       Management's Discussion and Analysis of Financial Condition and Results of Operations                22
7A.      Quantitative and Qualitative Disclosures About Market Risk..................................         32
8.       Financial Statements and Supplementary Data.................................................         33
9.       Changes in and Disagreements with Accountants on Accounting and Financial Disclosure........         33

                                    PART III

10.      Trustees and Executive Officers of the Registrant...........................................         33
11.      Executive Compensation......................................................................         33
12.      Security Ownership of Certain Beneficial Owners and Management..............................         33
13.      Certain Relationships and Related Transactions..............................................         33

                                     PART IV
14.      Exhibits, Financial Statements, Schedules and Reports on Form 8-K...........................         33
</TABLE>




                                       2
<PAGE>


PART I

         This Form 10-K, together with other statements and information publicly
disseminated by Glimcher Realty Trust ("GRT"), contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Such statements are based on assumptions and expectations which may not be
realized and are inherently subject to risks and uncertainties, many of which
cannot be predicted with accuracy and some of which might not even be
anticipated. Future events and actual results, financial and otherwise, may
differ from the results discussed in the forward-looking statements. Risks and
other factors that might cause differences, some of which could be material,
include, but are not limited to: the effect of economic and market conditions;
tenant bankruptcies; failure to consummate financing and joint venture
arrangements; development risks, including lack of satisfactory debt and equity
financing, construction and lease-up delays and cost overruns; the level and
volatility of interest rates; the failure to reduce the Company's debt; the
inability to increase the value of the Company's stock; the consummation of
asset sales at acceptable prices; the financial stability of tenants within the
retail industry; the rate of revenue increases versus expense increases, as well
as other risks listed from time to time in this Form 10-K and in GRT's other
reports filed with the Securities and Exchange Commission.

ITEM 1.  BUSINESS

(a)      General Development of Business

         GRT is a fully-integrated, self-administered and self-managed Maryland
Real Estate Investment Trust ("REIT") which was formed on September 1, 1993 to
continue the business of The Glimcher Company ("TGC"), and its affiliates, of
owning, leasing, acquiring, developing and operating a portfolio of retail
properties consisting of regional and super regional malls (including, most
recently, value-oriented super-regional malls) (the "Malls") and community
shopping centers (including single tenant retail properties) (the "Community
Centers"). The Malls and Community Centers are each individually referred to
herein as a "Property" and the Malls and Community Centers in which GRT holds an
ownership position are collectively referred to herein as the "Properties". On
January 26, 1994, GRT consummated an initial public offering (the "IPO") of
18,198,000 of its common shares of beneficial interest (the "Shares") including
2,373,750 over allotment option Shares. The net proceeds of the IPO were used by
GRT primarily to acquire (at the time of the IPO) an 86.2% interest in Glimcher
Properties Limited Partnership (the "Operating Partnership"), a Delaware limited
partnership of which Glimcher Properties Corporation ("GPC"), a Delaware
corporation and a wholly owned subsidiary of GRT, is sole general partner. At
December 31, 2001, GRT held a 90.4% interest in the Operating Partnership.

         The Operating Partnership is (i) a 49.0% member of a Delaware limited
liability company, Dayton Mall Venture, LLC, whose managing member, Glimcher
Dayton Mall, Inc., is a 1.0% member (collectively, "Dayton"); (ii) a 49.5%
limited partner of a Delaware limited partnership, Colonial Park Mall Limited
Partnership, whose general partner, Glimcher Colonial Trust, a Delaware business
trust, is a 0.5% member (collectively, "Colonial"), (iii) a 33.85% member of
Glimcher SuperMall Venture, LLC, ("SuperMall"), a Delaware limited liability
company, whose managing member, Glimcher Auburn Inc., a Delaware corporation, is
a 1.0% member, (iv) a 20.0% interest in San Mall, LLC, a Delaware limited
liability company, which is a 99.5% member of San Mall Limited Partnership, a
Delaware limited partnership, whose general partner, San Mall Corporation, a
Delaware corporation, is a 0.5% member, (v) a 49.0% interest in Polaris Center,
LLC, a Delaware limited liability company, whose managing member, Glimcher PTC,
Inc., a Delaware Corporation is a 1.0% member, (vi) a 19.0% interest in
Charlotte Eastland Mall, LLC, a Delaware limited liability company, whose
corporate member, Glimcher Eastland, Inc. is a 1.0% member; and (vii) a 39.29%
interest in Polaris Mall, LLC, a Delaware limited liability company. Glimcher
Development Corporation, a Delaware corporation which is a 100.0% owned
subsidiary of the Operating Partnership, has a 50.0% interest in G & G Blaine,
LLC, a Delaware limited liability company.

         The Operating Partnership and entities directly or indirectly owned or
controlled by GRT, on a consolidated basis, are hereinafter referred to as the
"Company."

         The Company does not engage or pay a REIT advisor. Management, leasing,
accounting, design and construction supervision expertise is provided through
its own personnel, or, where appropriate, through outside professionals.


                                       3
<PAGE>


         In May 2001, the Company announced the completion of a follow-on public
offering (the "Offering") of 5,925,000 Shares (including 5,175,000 Shares sold
May 18, 2001 and 750,000 over-allotment Shares sold May 25, 2001) at a price of
$15.00 per share. Total net proceeds were approximately $84.4 million. On the
same day the Offering was completed, the Company used the net proceeds as part
of the consideration to consummate the purchase, through its Operating
Partnership, of all 34,000 of its Series A-1 convertible preferred shares, all
56,000 of its Series D convertible preferred shares, a 40.00% interest in
Elizabeth MetroMall, LLC, the owner of Jersey Gardens, a 40.00% interest in
Jersey Gardens Center, LLC, the owner of 28.8 acres adjacent to Jersey Gardens
and a 45.00% interest in Great Plains MetroMall, LLC, the owner of The Great
Mall of The Great Plains. As a result of the purchase of such interests, the
Operating Partnership owns a 100.00% interest in both Jersey Gardens and The
Great Mall of the Great Plains. The cash consideration for the purchase of both
series of preferred shares was at approximately a 25.00% discount from their
respective liquidation preferences. Non-cash consideration in connection with
the purchase included the termination of a project income based permanent
lending commitment.

(b)      Expansions, Renovations and Developments During the 2001 Fiscal Year

EXPANSIONS AND RENOVATIONS

         The Company maintains a strategy of selective expansions and
renovations in order to improve the operating performance and the competitive
position of its existing portfolio. The Company also engages in an active
redevelopment program with the objective of attracting innovative retailers,
which management believes will enhance the operating performance of the
Properties.

Malls

         At Almeda Mall, in Houston, Texas, Ross Stores, one of the anchors,
remodeled and expanded their store in the first quarter 2001. At Dayton Mall, in
Dayton, Ohio, Linens `N Things opened in 30,000 square feet of gross leasable
area in the third quarter 2001. At Lloyd Center, in Portland, Oregon, Barnes &
Noble opened with 27,000 square feet of gross leasable area in the fourth
quarter of 2001. Also in the fourth quarter 2001, Burlington Coat Factory opened
in a 110,000 square foot space formerly owned by Montgomery Ward at University
Mall. At Jersey Gardens, an approximately 60,000 square foot Filene's
Basement/DSW Shoe Warehouse opened in October 2001 and a 25,000 square foot Nike
Factory Store opened in November 2001. At The Great Mall of the Great Plains a
30,00 square foot VF Factory Outlet opened in October 2001. All of these
represent renovations of existing GLA.

Community Centers

         Total Community Center vacant anchor space increased from 296,000
square feet at December 31, 2000 to 488,000 square feet at December 31, 2001.
During 2001, the Company completed the redevelopment of anchor space at Village
Plaza in Augusta, Georgia, which reduced vacant space by approximately 73,000
square feet. Vacant anchor space increased 20,000 as a result of a lease
expiration and increased by approximately 245,000 square feet due to leases
rejected in connection with the bankruptcy filings of Grand Union, Phar-Mor and
Ames. The Company is currently working to re-lease the vacant anchor space and
expects that the capital commitments required to complete the re-leasing will
not exceed $1.0 million.

DEVELOPMENTS

         One of the Company's objectives is to increase its portfolio by
developing new retail properties. Although the Company is actively reviewing and
analyzing the development potential of various future projects, it does not
currently expect to commence any new developments in 2002. The Company's
management team has developed over 100 retail properties nationwide and has
significant experience in all phases of the development process, including site
selection, zoning, design, predevelopment leasing, construction financing and
construction management.

Jersey Gardens

         As of March 31, 2001, the Company had a 30.0% ownership interest in (a)
Elizabeth MetroMall, LLC, a joint venture which, in October 1999, completed
development of Jersey Gardens, a 1.3 million square foot value-oriented fashion
and entertainment megamall located in Elizabeth, New Jersey and (b) Jersey
Gardens Center, LLC, a separate joint venture formed to develop approximately
28.8 acres adjacent to the Jersey Gardens site. On April 6, 2001, the Company
acquired an additional 30.0% ownership interest in each of these joint ventures
and on May 18, 2001, the





                                       4
<PAGE>

Company acquired the remaining 40.0% ownership interest in each of the joint
ventures using proceeds from the Offering. Jersey Gardens Center, LLC, expects
to incur additional costs of $6.1 million related to infrastructure improvements
for this site. These costs are expected to be funded from proceeds of sales of
development parcels out of the 28.8 acre site or out of other funding sources,
which the Company expects will be available for such purposes. During 2001, the
venture sold 3.0 acres of this site for $2.6 million.

 Polaris Fashion Place

         On October 25, 2001, the Company opened Polaris Fashion Place, a new
super-regional mall of approximately 1.5 million square feet on approximately
146.3 acres in northern Columbus, Ohio. All seven of the anchors and
approximately 85.0% of the mall shop space was occupied at the opening.
Construction of the Mall commenced in July 2000. Construction and operating
agreements with the Mall's department store anchors, which include Kaufmann's,
Lord & Taylor, JCPenney, Lazarus, Saks Fifth Avenue and Sears, were also
executed at that time. In June 2001, the Company amended the construction and
operating agreements to provide for the addition of a seventh anchor, The Great
Indoors, to the project. The project was developed in a joint venture in which
the Company has a 39.29% ownership interest. A partnership, which previously
owned the land, retained a 21.42% ownership interest and a group of private
investors holds the remaining 39.29% ownership interest. During the third
quarter 2000, the Operating Partnership issued 260,583 new Operating Partnership
limited partnership units with a value of $4.0 million in connection with its
equity contribution to the venture.

         The total estimated cost of the project is approximately $145.0
million. During October 2000, the joint venture obtained a $120.0 million
construction loan for this project from a group of banks secured by a first
mortgage lien on the project. The construction loan matures in November 2003 and
bears interest at an initial rate of LIBOR plus 2.25% per annum. This rate can
be reduced in stages to LIBOR plus 1.75% per annum as specified debt service
coverage ratios are achieved. The Company has provided a completion guarantee
and a guarantee of payment of 50.0% of the loan amount. In addition, Herbert
Glimcher provided the lender with a $4.0 million letter of credit to guarantee
the payment of certain public funds to be received in connection with road
improvements. As consideration for providing the letter of credit, Mr. Glimcher
is entitled to receive $40,000. GDC and the Operating Partnership are providing
all leasing, legal, development and management services for the project.
Approximately $110.6 million had been drawn under the construction loan as of
December 31, 2001.

Carson

         The Company's development agreement with the City of Carson, California
expired on June 30, 2001. The Company currently has no development plans or
contractual agreements with respect to the development of this site. During the
quarter ended June 30, 2001, the Company wrote-off $3.2 million, representing
the Company's investment in this development project.

(c)      Narrative Description of Business

         GENERAL The Company concentrates its business on two broad types of
retail properties, Malls and Community Centers. At December 31, 2001, the
Properties consisted of 23 Malls containing an aggregate of 19.8 million square
feet of GLA (7.2 million square feet of GLA is owned in joint ventures) and 79
Community Centers (including six single tenant retail properties) containing an
aggregate of 11.3 million square feet of GLA (443,000 square feet of GLA is
owned in a joint venture).

         As of December 31, 2001, the occupancy rate for all of the Properties
was 91.7% of GLA, of which 87.9%, 5.5% and 6.6% of GLA was leased to national
retailers, regional retailers and local retailers, respectively. The Company's
focus is to maintain high occupancy rates for the Properties by capitalizing on
management's long-standing relationships with national and regional tenants and
its extensive experience in marketing to local retailers.

         As of December 31, 2001, the Properties had annualized minimum rents of
$232.5 million. Approximately 80.77%, 8.11% and 11.12% of the annualized minimum
rents of the Properties as of December 31, 2001, was derived from national
retail chains, regional retail chains and local retailers, respectively.
Wal-Mart and The Limited, Inc. and its consolidated entities, represented
approximately 5.0% and 3.6%, respectively, of the aggregate annualized minimum
rents of the Properties as of December 31, 2001; no other tenant represented
more than 3.0% of the aggregate annualized minimum rents of the Properties as of
December 31, 2001 (see Note 17 to the consolidated financial statements for
financial information regarding the Company's segments).





                                       5
<PAGE>

         MALLS The Malls provide a broad range of shopping alternatives to serve
the needs of customers in all market segments. Each of the Malls is anchored by
multiple department stores such as The Bon-Ton, Boscov's, Dillard's,
Elder-Beerman, JCPenney, Kaufmann's, Kohl's, Lazarus, Lord & Taylor, Nordstrom,
Meier & Frank, Neiman Marcus, Parisian, Proffitt's, Saks and Sears. Mall stores,
most of which are national retailers, include Abercrombie & Fitch, American
Eagle Outfitters, Barnes & Noble, Bath & Body Works, Finish Line, Footlocker,
Hallmark, Kay Jewelers, Lerner New York, Limited Express, Pacific Sunwear, Radio
Shack, The Disney Store, Gap, The Limited, Old Navy, Victoria's Secret,
Waldenbooks and Zales Jewelers. To provide a complete shopping, dining and
entertainment experience, the Malls generally have at least one theme
restaurant, a food court which offers a variety of fast food alternatives, and,
in certain of the Malls, multiple screen movie theaters and other entertainment
activities. The largest of the Malls has 1.5 million square feet of GLA and
approximately 140 stores and the smallest has 224,000 square feet of GLA and
approximately 30 stores. The Malls also have additional restaurants and retail
businesses such as Chi-Chi's, Red Lobster and Toys "R" Us located along the
perimeter of the parking areas.

         As of December 31, 2001, the Malls accounted for 63.6% of the total
GLA, 73.7% of the aggregate annualized minimum rents of the Properties and had
an overall occupancy rate of 91.3%.

         COMMUNITY CENTERS The Company's Community Centers are designed to
attract local and regional area customers and are typically anchored by a
combination of supermarkets, discount department stores or drug stores
("Community Anchors") which attract shoppers to each center's smaller shops. The
tenants at the Company's Community Centers typically offer day-to-day
necessities and value-oriented merchandise. Community Anchors include nationally
recognized retailers such as JCPenney, Kmart, Lowe's, Sam's Club, Target and
Wal-Mart and supermarkets such as Giant Food Stores, Ingles, Kroger and
Winn-Dixie. Many of the Community Centers have retail businesses including Toys
"R" Us and OfficeMax or restaurants including Applebee's, Burger King, Lone
Star, McDonald's, Starbucks and Wendy's located along the perimeter of the
parking areas.

         As of December 31, 2001, the Community Centers accounted for 36.4% of
the total GLA, 26.3% of the aggregate annualized minimum rents of the Properties
and had an overall occupancy rate of 92.4%.

         GROWTH STRATEGIES AND OPERATING POLICIES Management of the Company
believes per share growth in funds from operations ("FFO") is an important
factor in enhancing shareholder value. FFO is used by the real estate industry
and investment community as a supplemental measure of the performance of real
estate companies. The National Association of Real Estate Investment Trusts
("NAREIT") defines FFO as net income (loss) (computed in accordance with GAAP),
excluding gains (or losses) from debt restructuring and sales of properties,
plus real estate related depreciation and amortization and after adjustments for
unconsolidated partnerships and joint ventures. The Company's FFO may not be
directly comparable to similarly titled measures reported by other real estate
investment trusts. FFO does not represent cash flow from operating activities in
accordance with GAAP and should not be considered as an alternative to net
income (determined in accordance with GAAP) as an indication of the Company's
financial performance or to cash flow from operating activities (determined in
accordance with GAAP) as a measure of the Company's liquidity, nor is it
indicative of funds available to fund the Company's cash needs, including its
ability to make cash distributions.

         The Company's primary business objective is to achieve growth in net
income and FFO by developing and acquiring retail properties, by improving the
operating performance and value of its existing portfolio through selective
expansion and renovation of its Properties and by maintaining high occupancy
rates, increasing minimum rents per square-foot of GLA and aggressively
controlling costs.

         Key elements of the Company's growth strategies and operating policies
are to: (i) increase Property values by aggressively marketing available GLA and
renewing existing leases; (ii) negotiate and sign leases, which provide for
regular or periodic fixed contractual increases to minimum rents; (iii)
capitalize on management's long-standing relationships with national and
regional retailers and extensive experience in marketing to local retailers, as
well as exploit the leverage inherent in a larger portfolio of properties in
order to lease available space; (iv) utilize its team management approach to
increase productivity and efficiency; (v) hold Properties for long-term
investment and emphasize regular maintenance, periodic renovation and capital
improvements to preserve and maximize value; (vi) selectively dispose of assets
at the time the Company believes that the long-term investment potential has
been achieved and re-deploy the proceeds; (vii) control operating costs by
utilizing Company employees to perform management, leasing, marketing, finance,
accounting, construction supervision, legal and data processing activities; and
(viii) renovate, reconfigure or expand Properties and utilize existing land
available for expansion and development of





                                       6
<PAGE>

outparcels to meet the needs of existing or new tenants. Additionally, the
Company seeks to utilize its development capabilities to develop quality
Properties at the lowest possible cost.

         The Company intends to operate in a manner consistent with the
requirements of the Internal Revenue Code of 1986, as amended (the "Code"),
applicable to REITs and related regulations with respect to the composition of
the Company's portfolio and the derivation of income unless, because of
circumstances or changes in the Code (or any related regulation), the trustees
of the Company determine that it is no longer in the best interests of the
Company to qualify as a REIT.

         The Company's acquisition strategies are to selectively acquire
strategically located Properties in markets where management generally has
extensive operating experience and/or where it can capitalize on its strong
working relationships with national, regional and local retailers, to enhance
such center's operating performance through a comprehensive program of leasing,
merchandising, reconfiguration, proactive management, renovation and expansion.

         The following factors, among others, are considered by the Company in
making acquisitions: (i) the geographic area and type of property; (ii) the
location, construction quality, condition and design of the property; (iii) the
current FFO generated by the property and the ability to increase FFO through
property repositioning and proactive management of the tenant base; (iv) the
potential for capital appreciation; (v) the terms of tenant leases; (vi) the
existing tenant mix at the property; (vii) the potential for economic growth and
the tax and regulatory environment of the communities in which the properties
are located; (viii) the occupancy rates and demand by tenants for properties of
similar type in the vicinity; and (ix) the prospects for financing or
refinancing the property.

         The Company acquires and develops its Properties as long-term
investments. Therefore, its focus is to provide for regular maintenance of its
Properties and to conduct periodic renovations and refurbishments to preserve
and increase Property values while also increasing the retail sales prospects of
its tenants. The projects usually include renovating existing facades,
installing uniform signage, updating interior decor, resurfacing parking lots
and increasing parking lot lighting. To meet the needs of existing or new
tenants and changing consumer demands, the Company also reconfigures and expands
its Properties, including utilizing land available for expansion and development
of outparcels for the addition of new anchors. In addition, the Company works
closely with its tenants to renovate their stores and enhance their
merchandising capabilities.

         FINANCING STRATEGIES At December 31, 2001, the Company had a
debt-to-total-market-capitalization ratio of 61.5%, based upon the closing price
of the Shares on the New York Stock Exchange as of December 31, 2001. The
Company is working to reduce this ratio to approximately 55.0% by reducing
outstanding debt and increasing the value of its outstanding Shares. The Company
expects that it may, from time to time, reevaluate its policy with respect to
its ratio of total-debt-to-total market-capitalization in light of then current
economic conditions; relative costs of debt and equity capital; market values of
its Properties; acquisition, development and expansion opportunities; and other
factors, including meeting the taxable income distribution requirement for REITs
under the Code in the event the Company has taxable income without receipt of
cash sufficient to enable the Company to meet such distribution requirements.

         CORPORATE HEADQUARTERS The Company's headquarters are located at 20
South Third Street, Columbus, Ohio 43215, and its telephone number is (614)
621-9000. In addition, the Company maintains management offices at each of its
Malls.

         COMPETITION All of the Properties are located in areas which have
shopping centers and other retail facilities. Generally, there are other retail
properties within a five-mile radius of a Property. The amount of rentable
retail space in the vicinity of the Company's Properties could have a material
adverse effect on the amount of rent charged by the Company and on the Company's
ability to rent vacant space and/or renew leases of such Properties. There are
numerous commercial developers, real estate companies and major retailers that
compete with the Company in seeking land for development, properties for
acquisition and tenants for properties, some of which may have greater financial
resources than the Company and more operating or development experience than
that of the Company. There are numerous shopping facilities that compete with
the Company's Properties in attracting retailers to lease space. In addition,
retailers at the Properties may face increasing competition from the Internet,
outlet malls, discount shopping clubs, catalog companies, direct mail,
telemarketing and home shopping TV.

         EMPLOYEES At December 31, 2001, the Company, GDC and the joint ventures
in which the Company has an interest, had an aggregate of 524 employees, of
which 143 were part-time.






                                       7
<PAGE>

         REAL ESTATE AND OTHER CONSIDERATIONS As an owner and developer of real
estate, the Company is subject to risks arising in connection with such
activities and with the underlying real estate, including unknown deficiencies
of and the inability to successfully develop or manage recently acquired
Properties, poor economic conditions in those areas where Properties are
located, joint venturer bankruptcies, unanticipated conflicts of interest
between the Company and joint venturers, failure to obtain consents of joint
venturers with respect to sale, refinancing and other activities, the joint
venturers removing the Company as managing agent or managing member with respect
to a Property, buy-sell arrangements with joint venturers exercised at
inopportune times, defaults on tenant leases or non-renewal of leases, tenant
bankruptcies, competition, liquidity of real estate, inability to rent un-leased
space, failure to generate sufficient income to meet operating expenses,
including debt service, capital expenditures and tenant improvements, balloon
payments on debt, environmental matters, financing availability, financial and
operating restrictions imposed by certain financing arrangements, defaults under
and failure to repay borrowings, fluctuations in interest rates, changes in real
estate and zoning laws, cost overruns, delays and other risks of development
activities. The success of the Company also depends upon certain key personnel,
its ability to maintain its qualification as a REIT and trends in the national
and local economy, including income tax laws, governmental regulations and
legislation and population trends.

         TAX STATUS The Company intends to continue to be taxed as a REIT under
Sections 856 through 860 of the Code. As such, the Company generally will not be
subject to Federal income tax to the extent it distributes at least 90.0% of its
REIT ordinary taxable income to its shareholders. Additionally, the Company must
meet certain tests regarding its income and assets. At least 75.0% of the
Company's gross income must be derived from passive income closely connected
with real estate activities. In addition, 95.0% of the Company's gross income
must be derived from these same sources or from dividends or interest. To meet
the asset test, at the close of each quarter of the taxable year, at least 75.0%
of the value of the total assets must be represented by real estate assets, cash
and cash equivalent items (including receivables), and government securities. In
addition, to qualify as a REIT, there are several rules limiting the amount and
type of securities that the Company can own, including the requirement that not
more than 25.0% of the value of the total assets can be represented by
securities. If the Company fails to qualify as a REIT in any taxable year, the
Company will be subject to Federal income tax (including any applicable
alternative minimum tax) on its taxable income at regular corporate rates. As a
qualified REIT, the Company is subject to certain state and local taxes on its
income and property and to federal income and excise taxes on its undistributed
income.

ITEM 2.  PROPERTIES

         At December 31, 2001, the Company managed and leased a total of 102
Properties, 94 of which were wholly-owned and eight of which were partially
owned in joint ventures. The Properties are located in 26 states as follows:
Ohio (28), Tennessee (8), Kentucky (7), Pennsylvania (7), West Virginia (7), New
York (6), North Carolina (6), South Carolina (6), Indiana (4), Virginia (3),
Alabama (2), Florida (2), Illinois (2), Missouri (2), Texas (2), Wisconsin (2),
Arizona (1), California (1), Georgia (1), Kansas (1), Michigan (1), Minnesota
(1), Nebraska (1), New Jersey (1), Oregon (1) and Washington (1).

(a)      Malls

         Twenty-three of the Properties are Malls and range in size from 224,000
square feet of GLA to 1.5 million square feet of GLA. Six of the Malls are
located in Ohio and 17 are located throughout the country in the states of Texas
(2), West Virginia (2), Alabama (1), California (1), Florida (1), Kansas (1),
Kentucky (1), Minnesota (1), New Jersey (1), New York (1), North Carolina (1),
Oregon (1), Pennsylvania (1), Tennessee (1) and Washington (1). The location,
general character and major tenant information are set forth below.







                                       8
<PAGE>
<TABLE>
<CAPTION>
                                                SUMMARY OF MALLS AT DECEMBER 31, 2001
                                                -------------------------------------
                                                                                            %
                                                                                % OF        OF                            LEASE
                                          ANCHORS      STORES       TOTAL       ANCHORS   STORES                        EXPIRATION
          PROPERTY/LOCATION                 GLA        GLA (1)       GLA       OCCUPIED  OCCUPIED    ANCHORS               (3)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>         <C>         <C>          <C>      <C>     <C>                       <C>
    COMPANY OWNED PROPERTIES:

     Ashland Town Center                                                                          Goody's                   03/31/09
       Ashland, KY.............             254,762     188,267     443,029      100.0    90.4    JCPenney                  10/31/04
                                                                                                  Proffitt's                01/31/10
                                                                                                  Wal-Mart                  11/10/09

     Grand Central Mall                                                                           Elder-Beerman (2)         01/31/33
       Parkersburg/Vienna, WV..             562,394     345,588     907,982       88.4    92.1    Goody's                   04/30/03
                                                                                                  JCPenney                  09/30/07
                                                                                                  Proffitt's                03/31/18
                                                                                                  Regal Cinemas             11/30/16
                                                                                                  Sears                     09/25/02

     Great Mall of the Great Plains, The                                                          Burlington Coat           01/31/08
       Olathe, KS..............             397,211     413,838     811,049      100.0    73.6    Factory                   12/31/08
                                                                                                  Dickinson Theatres        08/13/02
                                                                                                  Foozles                   08/13/07
                                                                                                  Group USA                 12/31/06
                                                                                                  Jeepers!                  01/31/08
                                                                                                  Linens'n Things           01/31/13
                                                                                                  Marshalls                 03/31/10
                                                                                                  Off 5th Saks              01/31/13
                                                                                                  Fifth Ave                 10/31/06
                                                                                                  Supersports USA
                                                                                                  VF Factory Outlet

     Indian Mound Mall                                                                            Crown Cinema              12/31/07
       Newark/Heath, OH........             390,400     167,853     558,253       79.3    77.5    Elder-Beerman             09/30/06
                                                                                                  JCPenney                  10/31/06
                                                                                                  Lazarus                   09/30/06
                                                                                                  Sears (2)                 09/23/27

     Jersey Gardens                                                                               Bed Bath & Beyond         01/31/10
      Elizabeth, NJ............             649,465     644,248   1,293,713      100.0    82.0    Burlington Coat
                                                                                                    Factory                 01/31/10
                                                                                                  Cohoes Fashions           01/31/05
                                                                                                  Daffy's                   01/31/10
                                                                                                  DSW Shoe Warehouse/
                                                                                                    Filene's Basement       10/31/11
                                                                                                  Gap Outlet, The           01/31/05
                                                                                                  Group USA                 12/31/08
                                                                                                  Home Living               07/31/02
                                                                                                  Jeepers!                  01/31/09
                                                                                                  Last Call                 11/30/04
                                                                                                  Loew's Theaters           12/31/19
                                                                                                  Marshalls                 10/31/09
                                                                                                  Nike Factory Store        01/31/06
                                                                                                  Off 5th Saks Fifth Ave    10/31/14
                                                                                                  Old Navy                  03/31/05

     Lloyd Center                                                                                 Barnes & Noble            01/31/12
        Portland, OR...........             737,050     694,840   1,431,890       95.5    91.8    Ice Chalet                12/31/06
                                                                                                  Lloyd Mall Cinemas        01/31/12
                                                                                                  Marshalls                 01/31/04
                                                                                                  Meier & Frank             01/31/06
                                                                                                  Nordstrom                   (5)
                                                                                                  Sears                       (5)
                                                                                                  Toys "R" Us               1/31/05

                                                                                                  Elder-Beerman             10/31/13
     Mall at Fairfield Commons, The         683,703     440,504   1,124,207      100.0    96.5    JCPenney                  10/31/08
        Beavercreek/Dayton, OH.......                                                             Lazarus (2)               01/31/15
                                                                                                  Parisian                  01/31/14
                                                                                                  Sears                     10/31/08
</TABLE>

                                       9
<PAGE>
<TABLE>
<CAPTION>

                                                                                           %
                                                                               % OF        OF                             LEASE
                                          ANCHORS      STORES        TOTAL    ANCHORS    STORES                         EXPIRATION
          PROPERTY/LOCATION                 GLA        GLA (1)        GLA    OCCUPIED   OCCUPIED  ANCHORS                   (3)
-----------------------------------------------------------------------------------------------------------------------------------

<S>                                        <C>          <C>         <C>          <C>      <C>     <C>                       <C>
     Mall at Johnson City, The                                                                   Goody's                   05/31/06
        Johnson City, TN.............      334,605      200,037     534,642      100.0    92.9   JCPenney                  03/31/05
                                                                                                 Proffitt's for Her        10/31/12
                                                                                                 Proffitt's for Men,
                                                                                                 Kids & Home               06/30/06
                                                                                                 Sears                     03/09/06

     Montgomery Mall                                                                             Dillard's                 01/31/06
        Montgomery, AL.........            460,341      265,612     725,953      100.0    86.4   JCPenney                  04/30/05
                                                                                                 Parisian                    (5)

     Morgantown Mall                                                                             Carmike Cinemas           10/31/05
       Morgantown, WV..........            359,171      179,361     538,532      100.0    83.5   Elder-Beerman             09/30/10
                                                                                                 JCPenney                  09/30/05
                                                                                                 Proffitt's                03/15/11
                                                                                                 Sears                     09/30/05

     New Towne Mall                                                                              Ames                      01/31/14
  New Philadelphia, OH.........            338,838      175,987     514,825       80.3    76.4   Elder-Beerman             10/31/08
                                                                                                 JCPenney                  09/30/03
                                                                                                 Regal Cinemas             03/31/05
                                                                                                 Sears                     10/31/03

     Northtown Mall                                                                              Best Buy                  01/31/10
       Blaine, MN..............            489,185      326,747     815,932       53.9    81.5   Kohl's                    08/31/08
                                                                                                 Mervyn's California       01/31/13



River Valley Mall                                                                                Ames                      01/31/13
  Lancaster, OH................            316,947      255,889     572,836      100.0    91.5   Elder-Beerman             09/30/07
                                                                                                 JCPenney                  09/30/07
                                                                                                 Lazarus                   09/30/07
                                                                                                 Regal Cinemas             12/31/04
                                                                                                 Sears                     10/31/04



Southside Mall                                                                                   JCPenney                  07/31/06
       Oneonta, NY.............            142,719       81,577     224,139      100.0    95.4   Kmart                     06/30/08
                                                                                                 OfficeMax                 12/31/12



University Mall                                                                                  Burdines                    (5)
  Tampa, FL....................            890,743      420,146   1,310,889      100.0    86.3   Cobb Theatre              12/31/11
                                                                                                 Dillard's                   (5)
                                                                                                 JCPenney                  10/31/04
                                                                                                 Burlington Coat             (5)
                                                                                                 Factory                     (5)
                                                                                                 Sears

Weberstown Mall                                                                                  Barnes & Noble            01/31/09
   Stockton, CA................             02,817      242,015     844,832      100.0    91.7   Dillard's                   (5)
                                         ---------    ---------  ----------                      JCPenney                  03/31/04
                                                                                                 Sears                       (5)

Subtotal ......................          7,610,351    5,042,509  12,652,860
                                         ---------    ---------  ----------

Properties owned in joint ventures: (4)

Almeda Mall,
  Houston, TX..................            586,042      211,065     797,107      100.0    88.1   Foley's                     (5)
                                                                                                 JCPenney                    (5)
                                                                                                 Old Navy                  01/31/05
                                                                                                 Palais Royal              12/31/09
                                                                                                 Ross Stores               01/31/12
</TABLE>

                                       10
<PAGE>
<TABLE>
<CAPTION>

                                                                                               %
                                                                                % OF           OF                      LEASE
                                         ANCHORS      STORES        TOTAL       ANCHORS      STORES                  EXPIRATION
          PROPERTY/LOCATION                GLA        GLA (1)        GLA       OCCUPIED     OCCUPIED    ANCHORS          (3)
-----------------------------------------------------------------------------------------------------------------------------------

<S>                                        <C>          <C>         <C>          <C>      <C>    <C>                    <C>
Colonial Park Mall                                                                               The Bon-Ton              01/29/05
   Harrisburg, PA..........                504,446      239,517     743,963      100.0    84.4   Boscov's                   (5)
                                                                                                 Sears                      (5)

Dayton Mall, The                                                                                 DSW Shoe Warehouse       07/31/10
   Dayton, OH .............                912,578      404,388   1,316,966      100.0    83.7   Elder-Beerman              (5)
                                                                                                 JCPenney                 03/31/11
                                                                                                 Lazarus                    (5)
                                                                                                 Linens'N Things          01/31/17
                                                                                                 Old Navy                 07/31/06
                                                                                                 Sears                      (5)
Eastland Mall                                                                                    Belk                       (5)
  Charlotte, NC............                725,720      338,709   1,064,429      100.0    84.3   Dillard's                  (5)
                                                                                                 Ice House                08/01/05
                                                                                                 JCPenney                   (5)
                                                                                                 Sears                      (5)

Northwest Mall                                                                                   Foley's                    (5)
  Houston, TX..................            582,339      211,714     794,053       64.1    92.0   OfficeMax                06/30/03
                                                                                                 Old Navy                 01/31/05
                                                                                                 Palais Royal             12/31/09

Polaris Fashion Place                                                                            Great Indoors, The         (5)
 Columbus, OH..................          1,089,290      414,191   1,503,481      100.00   80.9   JCPenney                   (5)
                                                                                                 Kaufmann's                 (5)
                                                                                                 Lazarus                    (5)
                                                                                                 Lord & Taylor              (5)
                                                                                                 Saks Fifth Avenue          (5)
                                                                                                 Sears                      (5)

SuperMall of the Great Northwest                                                                 Ann Taylor Loft          01/31/06
  Auburn, WA...................            508,426      424,153     932,579      100.0    75.5   Bed Bath & Beyond        08/31/05
                                                                                                 Burlington Coat Factory  08/31/05
                                                                                                 Marshalls                01/31/11
                                                                                                 Nordstrom Rack           08/31/05
                                                                                                 Old Navy                 01/31/06
                                                                                                 Oshman's
                                                                                                   SuperSports            01/31/11
                                                                                                   USA                    05/31/19
                                                                                                 Sam's Club
Subtotal..................               4,908,841    2,243,737   7,152,578
                                         ---------    ---------   ---------


Total..........................         12,519,192    7,286,246  19,805,438
                                        ==========    =========  ==========

</TABLE>


(1)  Includes outparcels.
(2)  This is a ground lease.  The Company owns the land and not the building.
(3)  Lease expiration dates do not consider options to renew.
(4)  The Operating Partnership has investments in these Malls, ranging from
     20.0% to 50.0%. The Company is responsible for management and leasing
     services and receives fees for providing these services.
(5)  The tenant owns the land and the building and operates under an operating
     agreement.

(b)      Community Centers

          Seventy nine of the Properties are Community Centers (including six
single tenant retail properties) ranging in size from 13,000 to 480,000 square
feet of GLA. They are located in nineteen states as follows: Ohio (22), Kentucky
(6), South Carolina (6), Pennsylvania (6), Tennessee (6), North Carolina (5),
West Virginia (5), Indiana (4, New York (3), Virginia (3), Illinois (2),
Missouri (2), Wisconsin (2), Alabama (1), Arizona (1), Florida (1), Georgia (1),
Michigan (1), and Nebraska (1). The location, general character and major tenant
information are set forth below.




                                       11
<PAGE>

<TABLE>
<CAPTION>

                                   SUMMARY OF COMMUNITY CENTERS AT DECEMBER 31, 2001

                                                                  % OF        % OF
                                ANCHORS    STORES       TOTAL     ANCHORS     STORES                            LEASE
        PROPERTY/LOCATION        GLA       GLA (1)       GLA     OCCUPIED    OCCUPIED   ANCHORS             EXPIRATION (4)
---------------------------------------------------------------------------------------------------------------------------
COMPANY OWNED PROPERTIES:
<S>                             <C>          <C>        <C>        <C>         <C>      <C>             <C>    <C>
Arnold Plaza                                                                            Kmart                  11/30/02
   Arnold, MO................   140,340      14,860     155,200    100.0       72.4     24 Hour Fitness (5)    07/31/08


Artesian Square                                                                         JCPenney               04/30/08
  Martinsville, IN...........   170,601      25,400     196,001    100.0      100.0     Kroger                 11/30/09
                                                                                        Wal-Mart               09/29/09

Ashland Plaza
   Ashland, KY..............     90,574      42,126     132,700    100.0       97.2     Ames (12)              01/31/03

Audubon Village
   Henderson, KY.............    81,922      38,927     120,849    100.0       77.2     Wal-Mart               01/31/08

Aviation Plaza                                                                          Piggly Wiggly          12/31/09
   Oshkosh, WI...............   123,538      51,177     174,715    100.0       61.1     Wal-Mart               12/31/09

Ayden Plaza
   Ayden, NC.................    21,000      11,800      32,800    100.0      100.0     Food Lion              10/31/07

Barren River Plaza                                                                      Goody's                10/31/02
   Glasgow, KY..............    216,895      28,400     245,295    100.0      100.0     Peebles                09/26/10
                                                                                        Wal-Mart               09/18/10
                                                                                        Winn-Dixie             10/03/10
Bollweevil Shopping Center
   Enterprise, AL...........     30,625      12,800      43,425    100.0      100.0     Winn-Dixie             05/30/04

Buckhannon Plaza
   Tennerton, WV.............    70,951      13,865      84,816     64.2       85.6     Ames                   05/31/05

Cambridge Plaza
  Cambridge, OH..............    79,949      15,070      95,019    100.0      100.0     Ames                   01/31/13

Canal Place Plaza
  Rome, NY...................   117,162      32,800     149,962    100.0       89.0     Kmart                  08/31/19

Cherry Hill Plaza
  Galax, VA..................    20,000      15,975      35,975    100.0      100.0     Goody's                09/30/09

Chillicothe Plaza
  Chillicothe, OH............    91,508       7,675      99,183    100.0      100.0     Ames                   01/31/13

Clarksville Plaza                                                                       Rhodes
  Clarksville, IN............    93,672      18,170     111,842    100.0      100.0     Furniture              01/31/04
                                                                                        Service
                                                                                        Merchandise            01/31/03


College Plaza                                                                           Food Lion              09/29/12
  Bluefield, VA..............   148,181      30,250     178,431    100.0       76.9     Wal-Mart               05/29/12

Corry Plaza                                                                             Dollar Zone            04/30/02
  Corry, PA..................    69,698      38,669     108,367    100.0      100.0     Quality Farm &         08/31/04
                                                                                        Fleet

Cross Creek Plaza                                                                       JCPenney               02/28/10
  Beaufort, SC...............   170,406      71,712     242,118    100.0       93.3     Wal-Mart (6)           11/10/09
                                                                                        Winn-Dixie             07/17/11
</TABLE>



                                       12
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<TABLE>
<CAPTION>
                                                                      % OF     % OF
                               ANCHORS      STORES      TOTAL       ANCHORS   STORES                           LEASE
        PROPERTY/LOCATION        GLA        GLA (1)      GLA        OCCUPIED  OCCUPIED   ANCHORS           EXPIRATION (4)
---------------------------------------------------------------------------------------------------------------------------

<S>                             <C>          <C>        <C>           <C>      <C>      <C>                    <C>
Crossing Meadows                                                                        Festival Foods         06/27/10
  Onalaska, WI...............   178,599      55,385     233,984       100.0    67.5     Wal-Mart               08/23/11

Crossroads Centre                                                                       Goody's                  (11)
  Knoxville, TN..............   200,980      41,450     242,430       100.0    69.0     Ingles                 09/25/10
                                                                                        Wal-Mart               01/31/09

Cumberland Crossing                                                                     Food City              12/13/10
  Jacksboro, TN..............   100,034      44,700     144,734       100.0    24.2     Wal-Mart (7)           09/28/10

Cypress Bay Village                                                                     Food Lion              12/20/10
  Morehead City, NC..........   197,821      59,032     256,853       100.0    91.2     Sears                  02/13/05
                                                                                        Wal-Mart               09/29/09
Delaware Community Plaza
  Delaware, OH...............    54,152      99,299     153,451       100.0    93.0     Kroger                 03/31/13

East Pointe Plaza                                                                       Food Lion              11/16/10
  Columbia, SC...............   183,340      90,868     274,208       100.0   100.0     SuperPetz (8)          03/31/06
                                                                                        Wal-Mart               01/31/09

East Pointe Plaza                                                                       Big Bear               09/30/13
  Marysville, OH.............   107,211      37,900     145,111       100.0   100.0     Wal-Mart               11/09/10

 Franklin Square                                                                        Ingles                 11/30/07
  Spartanburg, SC............   197,764      38,800     236,564        83.5    92.3     Wal-Mart               07/31/07

 Georgesville Square                                                                    Kroger                 04/30/17
  Columbus, OH...............   194,909      46,443     241,352       100.0   100.0     Lowe's                 10/31/16

 Grand Union Plaza
  South Glens Falls, NY......    61,335         N/A      61,335         0.0     N/A     N/A                      N/A

 Gratiot  Center                                                                        Kessel Food
  Saginaw, MI................   173,160      28,151     201,311        84.7    80.1     Market                 10/31/09
                                                                                        Kmart                  11/30/13
Hills Plaza East
  Erie, PA...................    77,000      19,025      96,025       100.0    79.0     Ames                   10/31/02

Hocking Valley Mall                                                                     Kmart                  09/30/03
  Lancaster, OH..............   147,817      31,670     179,487       100.0    72.6     Kroger                 09/30/02

Hunter's Ridge Shopping
Center
  Gahanna, OH (3)............    84,180      91,627     175,887       100.0    69.3     Kmart                  06/30/06

 Indian Mound Plaza
   Heath, OH.................       N/A      16,600      16,600         N/A    18.1     N/A                      N/A

Kmart

  Alliance, NE (3)...........    40,800         N/A      40,800       100.0     N/A     Kmart                  03/31/08

Knox Village Square                                                                     Big Bear               01/29/13
  Mount Vernon, OH...........   173,033      34,400     207,433       100.0   100.0     JCPenney               05/31/08
                                                                                        Kmart                  11/30/17
Liberty Plaza
  Morristown, TN.............    29,000      29,700      58,700       100.0    75.1     Food Lion              05/02/13

</TABLE>



                                       13
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<CAPTION>

                                                                   % OF       % OF
                                ANCHORS     STORES      TOTAL      ANCHORS   STORES                           LEASE
        PROPERTY/LOCATION         GLA       GLA (1)      GLA       OCCUPIED  OCCUPIED   ANCHORS           EXPIRATION (4)
---------------------------------------------------------------------------------------------------------------------------

<S>                             <C>          <C>        <C>           <C>      <C>      <C>                    <C>
Linden Corners
  Buffalo, NY................    80,000          10      80,010         0.0    100.0     N/A                      N/A

Logan Place                                                                              Houchens               11/30/08
  Russellville, KY...........    89,848      24,900     114,748       100.0     81.9     Wal-Mart               03/31/08

Lowe's
  Altoona, PA................   121,148         N/A     121,148       100.0      N/A     Lowe's                 11/30/14

Lowe's
  Columbus, OH...............   125,357         N/A     125,357       100.0      N/A     Lowe's                 12/31/14

Lowe's
  Marion, OH.................    72,507         N/A      72,507       100.0      N/A     Lowe's (13)            07/31/13

Loyal Plaza
  Loyalsock,  PA  (3)........   189,493     103,777     293,270       100.0     96.1     Family Toy             01/31/03
                                                                                         Warehouse
                                                                                         Giant Food Stores      10/31/19
                                                                                         Kmart                  08/31/06

Marion Towne Centre                                                                      Piggly Wiggly          08/31/12
  Marion, SC.................   102,913      53,630     156,543       100.0     92.3     Wal-Mart               06/19/12

Meadowview Square
  Ravenna/Kent, OH...........   126,242      25,000     151,242       100.0    100.0     Wal-Mart               01/28/17

Middletown Plaza
  Middletown, OH.............   104,125      26,000     130,125        73.9     78.8     Ames                   02/28/02

Mill Run
  Columbus, OH...............   125,357      46,797     172,154       100.0     67.7     Lowe's                 12/31/14

Monroe Shopping Center
  Madisonville, TN...........    64,746      28,450      93,196        42.0     74.7     Ingles                 11/30/02

Morgantown Commons                                                                       OfficeMax              08/31/11
  Morgantown, WV.............   200,187      30,656     230,843        79.0     73.9     Super Kmart            02/28/21


Morgantown Plaza
  Star City, WV..............    74,540      28,824     103,364       100.0     86.5     Ames                   10/31/02


Morningside Plaza
  Dade City, FL..............    33,896      41,221      75,117       100.0     74.1     Kash `n Karry          06/30/05

Mount Vernon Plaza                                                                       Aaron Rents            09/12/06
  Mt.Vernon, OH..............    49,932      11,786      61,718       100.0    100.0     Odd Lots               01/31/04

New Boston Mall
  Portsmouth, OH.............    84,180      44,550     128,730       100.0     92.8     Kmart                  11/30/03

Newberry Square Shopping                                                                 Wal-Mart               09/30/07
  Center - Newberry, SC......   104,588      22,240     126,828       100.0     63.1     Winn-Dixie             12/09/07

North Horner Shopping Center
  Sanford, NC................    22,486      17,650      40,136       100.0     70.5     Food Lion              09/11/02

</TABLE>



                                       14
<PAGE>
<TABLE>
<CAPTION>
                                                                     % OF      % OF
                                ANCHORS     STORES       TOTAL      ANCHORS   STORES                            LEASE
        PROPERTY/LOCATION         GLA       GLA (1)       GLA       OCCUPIED  OCCUPIED  ANCHORS            EXPIRATION (4)
---------------------------------------------------------------------------------------------------------------------------

<S>                             <C>          <C>        <C>           <C>      <C>     <C>                    <C>
Ohio River Plaza
  Gallipolis, OH.............   105,857      43,136     148,993        41.4    87.9     Kroger                 11/18/09

Pea Ridge Shopping Center                                                               Kmart                  10/31/04
  Huntington, WV.............   110,192      39,860     150,052       100.0    84.9     Kroger (9)             02/28/05

Plaza Vista Mall                                                                        JCPenney               02/28/04
  Sierra Vista, AZ...........   161,043      53,229     214,272       100.0    76.2     Wal-Mart               10/14/11

Prestonsburg Village Center                                                             Big Lots               12/31/03
  Prestonsburg, KY...........   134,057      41,290     175,347       100.0   100.0     Wal-Mart               09/30/05
                                                                                        Winn-Dixie             01/30/06

Rend Lake Shopping Center                                                               Big John's             10/31/04
  Benton, IL.................    96,913      24,470     121,383       100.0   100.0     Wal-Mart               01/31/07

Rhea County Shopping                                                                    Ingles                 02/28/03
  Dayton, TN.................    71,952      40,050     112,002       100.0   100.0     Wal-Mart               10/08/04

River Valley Plaza                                                                      Family Toy
  Lancaster, OH..............   173,000      50,865     223,865        85.0    94.5     Warehouse              10/31/04
                                                                                        Goody's                05/31/10
                                                                                        Target                 10/03/14

Roane County Plaza                                                                      Ingles                 02/28/10
  Rockwood, TN...............   124,848      35,350     160,198        83.7    51.3     Wal-Mart               01/31/10

Scott Town Plaza
  Bloomsburg, PA.............    47,334      29,300      76,634       100.0   100.0     Kmart                  08/31/06

Shady Springs Plaza
  Beaver, WV.................    37,232      30,345      67,577       100.0    79.2     Kroger                 09/30/08

Southside  Plaza                                                                        Food Lion              12/17/11
  Sanford, NC................   147,693      24,600     172,293       100.0   100.0     Wal-Mart               12/29/11

Springfield Commons West                                                                Big Bear               03/31/15
  Springfield, OH............   213,017         N/A     213,017       100.0     N/A     Lowe's                 01/31/15
                                                                                        Toys "R" Us            01/31/08


Steamboat Bend                                                                          Hannibal Farm
  Hannibal, MO...............    81,272      25,420     106,692       100.0    95.3       & Home               08/25/12
                                                                                        Supervalue             10/31/05
Stewart Plaza
  Mansfield, OH..............       N/A      15,647      15,647         N/A   100.0     N/A                      N/A


Sunbury Plaza
Sunbury, PA..................    91,131      49,265     140,396        76.8    65.5     Ames                   08/14/03

Sycamore Square                                                                         Food Lion              01/20/10
  Ashland City, TN...........    75,552      27,000     102,552       100.0   100.0     Wal-Mart               11/11/08

Twin County Plaza                                                                       Ingles                 01/31/07
  Galax, VA..................   122,273      38,440     160,713       100.0   100.0     Magic Mart             01/31/05

</TABLE>


                                       15
<PAGE>
<TABLE>
<CAPTION>

                                                                   % OF        % OF
                               ANCHORS    STORES       TOTAL      ANCHORS       STORES                         LEASE
        PROPERTY/LOCATION        GLA      GLA (1)       GLA       OCCUPIED      OCCUPIED    ANCHORS       EXPIRATION (4)
---------------------------------------------------------------------------------------------------------------------------
<S>                             <C>          <C>        <C>             <C>      <C>      <C>                   <C>
Village Plaza                                                                             Bi-Lo                  11/30/08
  Augusta, GA................   439,860      40,100       479,960       100.0    75.6     LS Ward & Sons         11/30/04
                                                                                          OfficeMax              01/31/02
                                                                                          Sam's Club             07/11/08
                                                                                          Sportman's Link        09/03/06
                                                                                          Tractor Supply Co.     11/30/10
                                                                                          Wal-Mart               10/28/08
Vincennes
  Vincennes, IN (3)..........   108,682         N/A       108,682        76.2     N/A     Kmart                  06/30/04

Walgreens
  Louisville, KY.............    13,000         N/A        13,000       100.0     N/A     Walgreens              01/31/25

Walgreens
New Albany, IN...............    13,000         N/A        13,000       100.0     N/A     Walgreens              09/30/24

Wal-Mart Plaza                                                                            Goody's                08/31/02
  Springfield, OH............   155,198      45,305       200,503       100.0    81.2     Wal-Mart               10/27/15

Walnut Cove
  Walnut Cove, NC............    32,000      26,450        58,450       100.0    90.9     Ingles                 03/31/06

Walterboro Plaza                                                                          Piggly Wiggly          09/09/10
  Walterboro, SC.............    99,730      32,400       132,130       100.0   100.0     Wal-Mart               06/23/09

Westpark Plaza
  Carbondale, IL (3).........    31,170      24,152        55,322       100.0    92.9     Kroger                 03/31/08
                              ---------   ---------     ---------

SUBTOTAL..................... 8,395,708   2,538,226    10,872,599
                              ---------   ---------    ----------

PROPERTY OWNED IN JOINT
VENTURE:

Polaris Towne Center                                                                      Barnes & Noble         01/31/15
  Columbus, OH (10)..........   291,997     151,168       443,165       100.0   100.0     Best Buy               01/31/15
                              ---------    --------    ----------                         Jo-Ann etc.            01/31/10
                                                                                          Kroger                 11/30/18
                                                                                          Linens `N Things       01/31/15
                                                                                          OfficeMax              09/30/14
                                                                                          Old Navy               01/31/10
                                                                                          T.J.  Maxx             03/31/09

SUBTOTAL.....................   291,997     151,168       443,165
                               --------   ---------      --------

TOTAL........................ 8,687,705   2,628,059    11,315,764
                              =========   =========    ==========
</TABLE>
    (1)  Includes outparcels.
    (2)  This is a ground lease.  The Company owns the land and not the
         building.
    (3)  The Company ground leases the land from a third party for this
         Community Center.
    (4)  Lease expiration dates do not consider options to renew.
    (5)  National Supermarket vacated the store on April 13, 1999 and sublet
         the store to 24 Hour Fitness.
    (6)  Wal-Mart vacated the store on January 26, 2000, but continues to pay
         rent through lease expiration 11/10/2009.
    (7)  Wal-Mart vacated the store on June 12, 1999, but continues to pay rent
         through lease expiration 9/28/10.
    (8)  SuperPetz vacated the store on December 31, 1998, but continues to pay
         rent through lease expiration 3/31/06.
    (9)  Kroger sublet the store to Heilig-Meyers.
   (10)  The Operating  Partnership has a 50.0% interest in this Community
         Center of 50.0%. The Company as the joint venture's  managing
         general  partner,  and GDC are responsible for
         management and leasing services, respectively, and receive fees for
         providing these services.
   (11)  Goody's lease expired 10/31/01; currently occupying the space on a
         month to month basis.
   (12)  Lease was rejected by Ames on January 31, 2002.
   (13)  Lowe's vacated the store on January 6, 2001, but continues to pay rent
         through lease expiration of 7/31/13.



                                       16
<PAGE>

         Five of the Community Centers are subject to long-term ground leases
where a third party owns the underlying land and has leased the land to the
Company. The expiration dates of the ground leases (assuming the exercise by the
Company of all of its options to extend the terms of such leases) range from
2004 to 2032. The Company pays rent, ranging from $14,000 to $27,000 per annum,
for the use of the land and generally is responsible for the costs and expenses
associated with maintaining the building and improvements thereto. In addition,
some of the ground leases provide for sharing of the percentage rents collected,
if any. At the end of the lease term, unless extended at the Company's option,
the land, together with all improvements thereon, will revert to the land owner
without compensation to the lessee.

(c)      Properties Subject to Indebtedness

         At December 31, 2001, 15 of the Malls and 66 of the Community Centers
owed by the Company were encumbered by mortgages and one Mall and 12 Community
Centers were unencumbered. All seven Malls and the one Community Center owned by
joint ventures were encumbered by mortgages. To facilitate the funding of
working capital requirements and to finance the acquisition and development of
the Properties, the Company has entered into a revolving line of credit (the
"Credit Facility") and various mortgage loans (with amounts outstanding at
December 31, 2001 in parentheses), which are described below.

THE CREDIT FACILITY ($163.0 MILLION)
-----------------------------------

         Effective January 31, 2001, the Company, through the Operating
Partnership, amended its Credit Facility. The amended Credit Facility provides
the Company with the ability to borrow up-to $170.0 million, extends the term
through January 31, 2004 and is collateralized with first mortgage liens on
three Malls and two Community Centers. The interest rate on the Credit Facility
ranges from LIBOR plus 1.60% to LIBOR plus 1.90%, depending on the Company's
ratio of debt to asset value; the Credit Facility currently bears interest at a
rate equal to LIBOR plus 1.90% per annum. The Company has an interest rate swap
agreement in place that fixes LIBOR at 5.39% per annum on $110.0 million until
January 31, 2004 (the effective interest rate after giving effect to the swap
agreement was 6.15% per annum on the outstanding borrowings at December 31,
2001. Payments due under the Credit Facility are guaranteed by the Operating
Partnership. During 2001, the weighted average interest rate was 6.93% per
annum. At December 31, 2001, the outstanding balance on the Credit Facility was
$163.0 million.

         The Credit Facility, as amended, contains customary covenants,
representations, warranties and events of default, including maintenance of a
specified minimum net worth requirement, loan to value ratios, project costs to
asset value ratios, total debt to asset value ratios and EBITDA to total debt
service, restrictions on the incurrence of additional indebtedness and approval
of anchor leases with respect to the Properties which serve as collateral for
the Credit Facility.

THE GLIMCHER HOLDINGS L.P. (NOMURA) LOAN ($40.0 MILLION)
-------------------------------------------------------

         This loan was originated by Nomura and is evidenced by a note (the
"Note") in the principal amount of $40.0 million, which bears interest at the
rate of 7.51% per annum and matures on February 1, 2003. The Note provides for
monthly payments of interest only with the principal amount due on maturity. The
borrowers under the Nomura loan are Holdings and Centers (each a "Borrower" and
collectively, the "Borrowers"). The Note prohibits prepayment (other than upon
casualty or condemnation), except during the last 12 months of its term. During
2001, the loan was fully defeased with substitute collateral of U. S. Treasuries
and the principal balance was paid in full on February 4, 2002.

THE GLIMCHER PROPERTIES L.P. (CIGNA) LOAN ($50.0 MILLION)
--------------------------------------------------------

         The $50.0 million loan was originated by CIGNA and is collateralized
with first mortgage liens on 10 Properties, bears interest at a rate equal to
7.47% per annum and is payable, interest only, until maturity on October 26,
2002. These mortgages are cross-collateralized and cross-defaulted.

THE UNIVERSITY MALL L.P. LOAN ($68.2 MILLION)
--------------------------------------------

         The University Mall loan was originated by Nomura and is collateralized
with a first mortgage lien on University Mall. The loan consists of (i) a note
in the principal amount of $64.9 million with interest at a rate of
approximately 8.23% per annum and maturing in January 2028 with a prepayment
option in January 2013 and (ii) a


                                       17
<PAGE>

buy up payment from Nomura of $6.5 million which reduces the effective interest
rate to 7.09% per annum. The loan requires monthly payments of principal and
interest with a balloon payment of $52.5 million in January 2013.

THE NORTHTOWN MALL, LLC LOAN ($40.0 MILLION)
-------------------------------------------

         The Northtown Mall loan was refinanced during 2001 with Bankers Trust
and is collateralized with a first mortgage lien on Northtown Mall. The loan
bears interest at a rate equal to LIBOR, plus 350 basis points per annum (5.37%
at December 31, 2001) and is payable interest only until maturity on August 31,
2003. The loan is subject to a one-year extension.

THE WEBERSTOWN MALL, LLC LOAN ($20.0 MILLION)
--------------------------------------------

         The Weberstown Mall loan was originated by Lehman Brothers and is
collateralized with a first mortgage lien on Weberstown Mall. The loan bears
interest at a rate equal to 7.43% per annum, requires monthly payments of
principal and interest and a balloon payment of $19.0 million at maturity on May
1, 2006.

THE MONTGOMERY MALL ASSOCIATES, L.P. LOAN ($46.1 MILLION)
--------------------------------------------------------

         The Montgomery Mall loan was originated by Lehman Brothers and is
collateralized with a first mortgage lien on Montgomery Mall. The loan bears
interest at a rate equal to 6.79% per annum, requires monthly payments of
principal and interest until maturity on August 1, 2028. The loan has a
prepayment option in August 2005 with a balloon payment of $43.8 million.

THE MORGANTOWN MALL ASSOCIATES, L.P. LOAN ($56.4 MILLION)
--------------------------------------------------------

         The Morgantown Mall loan was originated by Nomura and is cross
collateralized with first mortgage liens on Morgantown Mall and Morgantown
Commons. The loan bears interest at a rate equal to 6.89% per annum and requires
payments of principal and interest until maturity on September 11, 2028. The
loan has a prepayment option in September 2008 with a balloon payment of $50.9
million.

THE GLIMCHER LLOYD CENTER, LLC LOAN ($130.0 MILLION)
---------------------------------------------------

         The Lloyd Center loan was refinanced during 2001 with Lehman Brothers
and is collateralized with a first mortgage lien on Lloyd Center. The loan bears
interest at a rate equal to the greater of LIBOR plus 325 basis points per
annum, (6.25% at December 31, 2001) and is payable interest only until maturity
on November 10, 2003. The loan is subject to a one-year extension.

THE GRAND CENTRAL L.P.LOAN ($51.1 MILLION)
-----------------------------------------

         The Grand Central Mall loan was originated by Lehman Brothers and is
collateralized with a first mortgage lien on Grand Central Mall. The loan bears
interest at a rate equal to 7.18% per annum, requires monthly payments of
principal and interest and a balloon payment of $46.1 million at maturity on
February 1, 2009.

THE GLIMCHER PROPERTIES L.P. LOAN ($85.5 MILLION)
------------------------------------------------ -

         The loan was originated by Jackson National Life and is
cross-collateralized with first mortgage liens on 11 Properties. The loan bears
interest at a rate equal to 8.46% per annum, requires monthly payments of
principal and interest and a balloon payment of $63.3 million at maturity on
July 1, 2009.

THE GREAT PLAINS METROMALL, LLC AND THE OLATHE MALL, LLC LOANS ($42.0 MILLION)
-----------------------------------------------------------------------------

         The Great Plains MetroMall loan ($25.0 million) and the Olathe Mall
loan ($17.0 million) were originated by German American Capital Corporation. The
$25.0 million loan is collateralized with a first mortgage lien on The Great
Mall of the Great Plains and bears interest at a rate equal to LIBOR plus 188
basis points per annum. The $17.0 million loan is collateralized with a pledge
of Olathe Mall, LLC's interest in Great Plains MetroMall, LLC and bears interest
at a rate equal to LIBOR plus 600 basis points per annum. The effective interest
rate of both loans equals LIBOR plus 355 basis points per annum (5.45% at
December 31, 2001) and the loans are payable, interest only, until maturity on
July 9, 2004. Both loans are subject to a one-year extension.





                                       18
<PAGE>

THE JOHNSON CITY VENTURE, LLC LOAN ($40.6 MILLION)
-------------------------------------------------

         The Johnson City loan was originated by Lehman Brothers and is
collateralized with a first mortgage lien on The Mall at Johnson City. The loan
bears interest at a rate equal to 8.37% per annum, requires monthly payments of
principal and interest and a balloon payment of $37.0 million at maturity on
June 1, 2010.

GLIMCHER ASHLAND VENTURE, LLC LOAN ($27.0 MILLION)
-------------------------------------------------

         The Ashland Town Center loan was originated by KeyBank and is
collateralized with a first mortgage lien on Ashland Town Center. The loan bears
interest at a rate equal to 7.25% per annum, requires monthly payments of
principal and interest and a balloon payment of $21.8 million at maturity on
November 1, 2011.


GLIMCHER RIVER VALLEY MALL, LLC LOAN ($38.0 MILLION)
---------------------------------------------------

         The River Valley Mall loan was originated by LaSalle Bank and is
collateralized with a first mortgage lien on River Valley Mall. The loan bears
interest at a rate equal to the greater of 5.00% or LIBOR plus 235 basis points
per annum (5.00% at December 31, 2001), and is payable interest only until
maturity on December 31, 2004.


OTHER MORTGAGE NOTES ($98.9 MILLION)
-----------------------------------

         Other mortgage notes include community center loans collateralized with
first mortgage liens on 14 Properties. One of the mortgages, aggregating $10.6
million, bears interest at 8.75% per annum and matures in June 2002. The
remaining loans, aggregating $88.3 million, bear interest at fixed rates ranging
from 7.15% to 8.52% per annum with maturities ranging from February 2008 to
April 2016. The loans require monthly payments of principal and interest and
balloon payments totalling $83.2 million.

OTHER BRIDGE FACILITIES ($60.1 MILLION)
--------------------------------------

         The Bridge facilities consist of two loans. The first loan was
originated by Lehman Brothers in August 2001 for a total of $61.7 million, bears
interest at LIBOR plus 600 basis points per annum (8.14% at December 31, 2001),
matures January 31, 2003, and is collateralized with first mortgage liens on 29
Community Centers. During 2001, the loan was reduced by $6.1 million with the
proceeds from sales of two Community Centers. The second loan was originated by
Deutsche Bank in June 2001 for $4.5 million, bears interest at 11.00% per annum,
matures March 26, 2002 and is collateralized with a first mortgage lien on Roane
County Plaza. The loans require monthly payments of interest only.

THE CONSTRUCTION LOANS
----------------------

Jersey Gardens Loan

         The Company has a construction loan agreement with a consortium of
banks that provided $163.0 million of funding for the development of Jersey
Gardens. The loan is collateralized by a leasehold mortgage and security
agreement and is was structured with a junior note of $32.6 million which bears
interest at LIBOR plus 350 basis points per annum, and a senior note of $130.4
million which bears interest at LIBOR plus 200 basis points per annum. The
effective interest rate of both loans equals LIBOR, which is fixed at 5.90% per
annum during the loan term pursuant to an existing interest rate swap agreement,
plus 230 basis points per annum (8.20% at December 31, 2001) and requires
monthly payments of principal and interest and a balloon payment of $161.5
million at maturity on May 31, 2002.


Fairfield Commons Regal Cinemas Loan

         In February 1999, the Company entered into a construction loan to
finance the development of Regal Cinemas at The Mall at Fairfield Commons in
Beavercreek, Ohio, pursuant to which the Company has a right to borrow $8.7
million. The construction loan was originated by Provident Bank and is
collateralized with a first mortgage lien on the Fairfield Commons Regal Cinema.
The loan is due April 1, 2002 and is payable monthly, interest only, at LIBOR
plus 190 basis points (4.62% at December 31, 2001). As of December 31, 2001, the
Company had borrowed $8.6 million under this construction loan.





                                       19
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

         The Company is not presently involved in any material litigation.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matter was submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of fiscal year
2001.

PART II.

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
         MATTERS

 (a)     Market Information

         The Shares are currently listed and traded on the New York Stock
Exchange ("NYSE") under the symbol "GRT." On March 4, 2002, the last reported
sales price of the Shares on the NYSE was $17.63. The following table shows the
high and low sales prices for the Shares on the NYSE for the 2001 and 2000
quarterly periods indicated as reported by the New York Stock Exchange Composite
Tape and the cash distributions per Share paid by GRT with respect to each of
such periods.
<TABLE>
<CAPTION>
                                                                                     DISTRIBUTIONS
                  QUARTER ENDED                       HIGH           LOW                PER SHARE
                  -------------                       ----           ---                ---------
<S>                                                  <C>            <C>                  <C>
                  March 31, 2000                     $14.81         12.00                0.4808
                  June 30, 2000                       14.63         12.88                0.4808
                  September 30, 2000                  16.06         13.94                0.4808
                  December 31, 2000                   14.50         11.94                0.4808
                  March 31, 2001                      16.01         12.31                0.4808
                  June 30, 2001                       17.99         14.71                0.4808
                  September 30, 2001                  18.89         15.05                0.4808
                  December 31, 2001                   19.19         15.88                0.4808
</TABLE>

(b)      Holders

         The number of holders of record of the Shares was 1,035 as of March 4,
2002.

(c)      Distributions

         Future Share distributions paid by GRT 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.

         GRT has implemented a Distribution Reinvestment and Share Purchase Plan
under which its shareholders or Operating Partnership unit holders may elect to
purchase additional Shares and/or automatically reinvest their distributions in
Shares. In order to fulfill its obligations under the plan, GRT may purchase
Shares in the open market or issue Shares that have been registered and
authorized specifically for the plan. As of December 31, 2001, 250,000 Shares
were authorized of which 147,305 Shares have been issued.



                                       20
<PAGE>


ITEM 6.  SELECTED FINANCIAL DATA

         The following table sets forth Selected Financial Data for the Company.
This information should be read in conjunction with the financial statements of
the Company and Management's Discussion and Analysis of the Financial Condition
and Results of Operations, each included elsewhere in this Form 10-K.
<TABLE>
<CAPTION>

SELECTED FINANCIAL DATA
                                                                                FOR THE YEARS ENDED DECEMBER 31,
                                                           --------------------------------------------------------------------
                                                            2001            2000             1999          1998            1997
                                                            ----            ----             ----          ----            ----
OPERATING DATA (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS):
<S>                                                    <C>             <C>             <C>             <C>             <C>
Total revenues                                         $   290,408     $   249,989     $   231,821     $   187,504     $   142,529
Operating income                                           116,864         119,122         113,910          95,792          76,031
Interest expense                                            89,866          85,670          66,873          51,184          43,744
Equity in income (loss) from unconsolidated entities         2,044           3,607          (4,570)         (2,388)           (661)
Interest income                                              1,202           2,341           1,534           1,883           1,032
(Loss) gain on sales of properties                            (610)          4,358             (12)            155
Minority interest in operating partnership                   3,519           2,365           2,316           2,623           3,022
Extraordinary item: Early extinguishment of debt             1,299                                          443545             490
Net income                                                  24,700          40,950          41,128          40,990          29,793
Preferred stock dividends                                   15,777          22,469          21,620          20,079           4,705
Net income available to common shareholders                 31,363          18,481          19,508          20,911          25,088
Per common share data:
  Earnings per share (diluted)                         $      1.12     $      0.78     $      0.82     $      0.88     $      1.12
Distributions                                          $    1.9232     $    1.9232     $    1.9232     $    1.9232     $    1.9232
BALANCE SHEET DATA (IN THOUSANDS):
Net property and equipment                             $ 1,549,681     $ 1,358,006     $ 1,374,965     $ 1,291,412     $   983,811
Investment in unconsolidated real estate entities           48,001         137,691         121,777         200,205         118,195
Total assets                                             1,758,519       1,589,545       1,585,608       1,557,790       1,163,587
Total debt                                               1,246,741       1,069,466       1,032,229         994,011         591,688
Redeemable preferred shares                                 90,000          90,000          90,000          90,000
Total shareholders' equity                                 396,525         339,947         365,660         391,075         411,055
OTHER DATA:
Cash provided by operating activities (in thousands)   $   102,764     $    75,168     $    97,120     $    76,796     $    56,406
Cash provided by (used in) investing activities
  (in thousands)                                           (57,882)          3,125         (12,621)       (409,015)       (244,823)
Cash (used in) provided by financing activities
  (in thousands)                                           (41,587)        (81,918)        (84,409)        333,734         186,883
Funds from operations (1) (in thousands)                    84,325          77,353          71,265          64,803          55,898
Number of properties (2)                                       102             111             126             125             120
Total GLA (in thousands) (3) (4)                            31,121          30,518          31,883          30,334          25,450
Occupancy rate % (2) (3)                                      91.7%           93.6%           94.5%           93.8%           94.0%
</TABLE>

(1)  Management considers funds from operations ("FFO") to be a supplemental
     measure of the Company's operating performance. FFO does not represent cash
     generated from operating activities in accordance with GAAP and is not
     necessarily indicative of cash available to fund cash needs. FFO should not
     be considered as an alternative to net income, as the primary indicator of
     the Company's operating performance, or as an alternative to cash flow as a
     measure of liquidity.
(2)  Number of Properties open at the end of the period including three
     Properties at December 31, 1997, leased or managed by the Company, in which
     the Company did not hold an ownership interest. Occupancy of the Properties
     is defined as any space where a tenant is open and/or paying rent at the
     date indicated, excluding all tenants with leases having an initial term of
     less than one year.
(3)  2001 includes 7.6 million square feet of GLA, 2000 includes 8.2 million
     square feet of GLA, 1999 includes 8.6 million square feet of GLA, 1998
     includes 7.1 million square feet of GLA and 1997 includes 3.4 million
     square feet of GLA owned by joint ventures in which the Operating
     Partnership has interests ranging from 20.0% to 50.0%.
(4)  1997 includes 2.5 million square feet of GLA leased or managed by the
     Company in which the Company did not hold an ownership interest.






                                       21
<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

OVERVIEW

         The following should be read in conjunction with the consolidated
financial statements of GRT including the respective notes thereto, all of which
are included in this Form 10-K.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

REVENUES

         Total revenues increased 16.2%, or $40.4 million, for the year ended
December 31, 2001. Of the $40.4 million increase, $40.2 million was the result
of increased revenues at the Malls, $7.5 million was the result of decreased
revenues at the Community Centers (including a $5.6 million decrease from
dispositions) and $7.7 million was related to other revenue increases.
Acquisitions for the year ended December 31, 2001, reflect the inclusion in the
consolidated financial statements of The Mall at Johnson City, effective
November 1, 2000 and Elizabeth MetroMall, LLC and Jersey Gardens Center, LLC,
effective April 6, 2001, as a result of an increase in the Company's ownership
at those dates. Minimum rents

         Minimum rents increased 10.5%, or $17.1 million, for the year ended
December 31, 2001.
<TABLE>
<CAPTION>

                                                           INCREASE (DOLLARS IN MILLIONS)
                                          ---------------------------------------------------------------
                                                           COMMUNITY                              PERCENT
                                            MALLS           CENTERS             TOTAL             TOTAL
                                            -----          ---------            -----             -------
<S>                                        <C>               <C>               <C>                <C>
         Same center ...............       $ 1.3             $(1.3)            $ 0.0               0.0%
         Acquisitions/Developments .        22.2               0.0              22.2              13.6
         Dispositions ..............         0.0              (5.1)             (5.1)             (3.1)
                                           -----             -----             -----              ----
                                           $23.5             $(6.4)            $17.1              10.5%
                                           =====             =====             =====              ====
</TABLE>
Tenant  reimbursements

         Tenant reimbursements reflect a net increase of 22.7%, or $14.3
million, for the year ended December 31, 2001.
<TABLE>
<CAPTION>

                                                          INCREASE (DOLLARS IN MILLIONS)
                                         ---------------------------------------------------------------
                                                            COMMUNITY                          PERCENT
                                           MALLS             CENTERS           TOTAL            TOTAL
                                           -----            ---------          -----           -------
<S>                                        <C>               <C>               <C>                 <C>
         Same center ...............       $ 0.5             $(0.4)            $ 0.1               0.1%
         Acquisitions/Developments .        14.6               0.0              14.6              23.2
         Dispositions ..............         0.0              (0.4)             (0.4)             (0.6)
                                           -----             -----             -----              ----
                                           $15.1             $(0.8)            $14.3              22.7%
                                           =====             =====             =====              ====
</TABLE>
Other revenues

         For the year ended December 31, 2001, fee income increased $3.7 million
as a result of the consolidation of Glimcher Development Corporation ("GDC")
effective January 1, 2001. Management fees decreased $1.7 million as a result of
the consolidation of The Mall at Johnson City and Elizabeth MetroMall, LLC,
effective November 1, 2000 and April 6, 2001, respectively. Other revenues
increased $9.3 million, primarily as a result of increased temporary tenant
income from the consolidation of Johnson City Venture, LLC and Elizabeth
MetroMall, LLC, the formation of Ohio Entertainment Corporation ("OEC")
effective June 1, 2001 and $4.3 million from the proceeds from sales of
development land. OEC was formed to conduct the operations of a theater at one
of the malls. The Company has retained a national theater exhibitor to manage
and operate the facility.

EXPENSES

         Total expenses increased 32.6% or $42.7 million, for the year ended
December 31, 2001. Real estate taxes and property operating expenses increased
$16.2 million, the provision for doubtful accounts and other operating expenses







                                       22
<PAGE>

increased $9.5 million, depreciation and amortization increased $12.8 million,
general and administrative expenses increased $1.0 million and development
write-off increased $3.2 million.

Real estate taxes and property operating expenses

         Real estate taxes and property operating expenses increased 23.9% or
$16.2 million for the year ended December 31, 2001.

<TABLE>
<CAPTION>

                                                            INCREASE (DOLLARS IN MILLIONS)
                                            ---------------------------------------------------------------

                                                               COMMUNITY                            PERCENT
                                              MALLS             CENTERS           TOTAL              TOTAL
                                              -----            ---------          -----             -------
          <S>                                 <C>               <C>               <C>               <C>
          Same center                         $ 1.9             $(0.4)            $ 1.5               2.2%
          Acquisitions/Developments            15.4               0.0              15.4              22.7
          Dispositions                          0.0              (0.7)             (0.7)             (1.0)
                                              -----             -----             -----              ----
                                              $17.3             $(1.1)            $16.2              23.9%
                                              =====             =====             =====              ====
</TABLE>

Provision for doubtful accounts and other operating expenses

         The provision for doubtful accounts and other operating expenses was
$15.2 million for the year ended December 31, 2001, compared to $5.7 million for
the corresponding period in 2000. The $9.5 million increase consists of an
increase of $4.3 million in the provision for doubtful accounts as a result of
Mall acquisitions and additional reserves established during the year, an
increase of $2.6 million in other operating expenses, primarily as a result of
the addition of GDC and OEC effective January 1, 2001 and June 1, 2001,
respectively, and $2.6 million in costs of sales of development land.

         The provision for doubtful accounts reflects the Company's estimate of
the amounts of the recorded accounts receivable at the balance sheet date that
will not be recovered from cash receipts in subsequent periods. During 2001,
various small shop tenants and a number of national tenants which leased anchor
space at its Properties filed for bankruptcy protection. Anchor tenants included
Ames, HomePlace, Lechter's and Phar-Mor. In addition, Kmart, whose 14 leases
represent 2.3% of annualized minimum rents, filed for bankruptcy in January
2002. The provision for doubtful accounts increased by approximately $4.3
million in 2001 versus 2000 as a result of Mall acquisitions and both exposure
to tenants currently operating under bankruptcy protection and the continuing
operating difficulties being experienced by various retailers. The Company is
entitled to file claims for damages in connection with any leases rejected in
bankruptcy filings and the Company estimates that gross potential claims (not
giving consideration to any potential limitation on claims under federal
bankruptcy laws) for leases rejected to date could approximate up to $13.0
million. The Company does not consider such potential claims in estimating the
recoverability of recorded accounts receivable and does not anticipate
recognizing the benefit from such claims until the amount and percentage of such
claims that will be paid has been determined by the courts.

Depreciation and Amortization

         The $12.8 million increase in depreciation and amortization consists
primarily of an increase of $10.2 million from Mall acquisitions and an increase
of $3.8 million in the core portfolio properties and corporate assets, offset
with a $1.2 million decrease from dispositions.

General and administrative

         General and administrative expense was $11.2 million and represented
3.9% of total revenues for the year ended December 31, 2001, compared to $10.2
million and 4.1% of total revenues for the corresponding period in 2000. The
$1.0 million increase consists primarily of an increase of $2.2 million as a
result of the addition of GDC effective January 1, 2001, a decrease of $600,000
in wages and benefits and a decrease of $400,000 in state and local taxes.

GAIN ON SALES OF PROPERTIES

         During the year ended December 31, 2001, the Company completed $37.2
million in property sales and recognized a net loss of $610,000.






                                       23
<PAGE>

INTEREST EXPENSE/CAPITALIZED INTEREST

         Interest expense increased 4.9%, or $4.2 million, for the year ended
December 31, 2001. The summary below identifies the increase by its various
components (dollars in thousands).
<TABLE>
<CAPTION>

                                                                 TWELVE MONTHS ENDED DECEMBER 31,
                                                      -------------------------------------------------------
                                                          2001                  2000              INC. (DEC.)
                                                          ----                  ----              -----------
<S>                                                   <C>                   <C>                   <C>
          Average loan balance .....................  $ 1,201,011           $ 1,065,764           $ 135,247
          Average rate .............................         7.39%                 7.87%              (0.48)%

          Total interest ...........................  $    88,755           $    83,876           $   4,879
          Amortization of loan fees ................        5,435                 4,890                 545
          Capitalized interest and other (1) .......       (4,323)               (3,096)             (1,227)
                                                      -----------           -----------           ---------
          Interest expense .........................  $    89,867           $    85,670           $   4,197
                                                      ===========           ===========           =========
</TABLE>

(1) Other consists primarily of interest costs billed to joint venture
entities.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

REVENUES

         Total revenues increased 7.8%, or $18.2 million, for the year ended
December 31, 2000. Of the $18.2 million increase, $19.6 million was the result
of increased revenues at the Malls, $3.2 million was the result of decreased
revenues at the Community Centers (including a $2.2 million decrease from
dispositions) and $1.8 million was related to other revenue increases. Mall
acquisitions for the year ended December 31, 2000, reflect the inclusion of
The Great Mall of the Great Plains and The Mall at Johnson City in the
consolidated financial statements effective October 1, 1999, and November 1,
2000, respectively, as a result of an increase in the Company's ownership to
55.0% and 100.0%, at those dates, respectively.

Minimum rents

         Minimum rents increased 5.0%, or $7.8 million, for the year ended
December 31, 2000.
<TABLE>
<CAPTION>

                                                       INCREASE (DOLLARS IN MILLIONS)
                                          -------------------------------------------------------------
                                                           COMMUNITY                            PERCENT
                                            MALLS           CENTERS             TOTAL           TOTAL
                                            -----           -------             -----           -----
<S>                                       <C>             <C>                   <C>             <C>
         Same center..................      $2.9            $ (0.9)               $2.0            1.3%
         Acquisitions/Developments....       7.8               0.0                 7.8            5.0
         Dispositions.................       0.0              (2.0)               (2.0)          (1.3)
                                         -------            ------               -----          -----
                                           $10.7             $(2.9)               $7.8            5.0%
                                         =======            ======               =====          =====
</TABLE>

Tenant  reimbursements

         Tenant reimbursements reflect a net increase of 13.6%, or $7.4 million,
for the year ended December 31, 2000.
<TABLE>
<CAPTION>

                                                          INCREASE (DOLLARS IN MILLIONS)
                                          ------------------------------------------------------------
                                                           COMMUNITY                          PERCENT
                                          MALLS             CENTERS              TOTAL           TOTAL
                                          -----             -------              -----           -----
<S>                                       <C>                 <C>                <C>             <C>
         Same center..................     $4.0                $0.0               $4.0            7.4%
         Acquisitions/Developments....      3.6                 0.0                3.6            6.6
         Dispositions.................      0.0                (0.2)              (0.2)          (0.4)
                                         -------             ------               -----          -----
                                           $7.6               $(0.2)              $7.4           13.6%
                                         =======             ======               =====          =====
</TABLE>





                                       24
<PAGE>

Other revenues

         The $2.7 million increase in fee income and other revenues is primarily
the result of a net increase of $950,000 in management fee revenues from the
joint ventures as a result of the opening of Jersey Gardens in October 1999, an
increase of $740,000 in temporary tenant income at the Malls, an increase of
$210,000 in compactor pad rentals at the Malls and an increase of $400,000 in
other income items.

EXPENSES

         Total expenses increased 11.0%, or $13.0 million, for the year ended
December 31, 2000. Real estate taxes increased $1.2 million, property operating
expenses increased $4.7 million and depreciation and amortization increased $5.9
million.

Real estate taxes and property operating expenses

         Real estate taxes and property operating expenses increased 9.6%, or
$5.9 million for the year ended December 31, 2000.
<TABLE>
<CAPTION>


                                                        INCREASE (DOLLARS IN MILLIONS)
                                           -------------------------------------------------------------
                                                            COMMUNITY                            PERCENT
                                           MALLS             CENTERS             TOTAL            TOTAL
                                           -----             -------             -----            -----
<S>                                        <C>                <C>                <C>              <C>
         Same center..................     $1.4               $ 0.0              $ 1.4             2.3%
         Acquisitions/Developments....      5.0                 0.0                5.0             8.1
         Dispositions.................      0.0                (0.5)              (0.5)           (0.8)
                                          -----              ------              -----           -----
                                           $6.4               $(0.5)              $5.9             9.6%
                                           ====               =====               ====           =====
</TABLE>

Depreciation and amortization

The $5.9 million increase in depreciation and amortization consists primarily of
an increase of $5.1 million from mall acquisitions and an increase of $1.3
million in the core portfolio properties and corporate assets, offset with a
$500,000 decrease from dispositions.

General and administrative

         General and administrative expense was $10.2 million and represented
4.1% of total revenues for the year ended December 31, 2000, compared to $9.4
million and 4.1% of total revenues for the corresponding period in 1999. The
$750,000 increase consists primarily of increases in state and local taxes of
$450,000 and increases in wages and benefits of $300,000.

GAIN ON SALES OF PROPERTIES

         During the year ended December 31, 2000, the Company completed $45.2
million in property sales and recognized a net gain of $4.4 million.

INTEREST EXPENSE/CAPITALIZED INTEREST

         Interest expense increased 28.1%, or $18.8 million, for the year ended
December 31, 2000. The summary below identifies the increase by its various
components (dollars in thousands).
<TABLE>
<CAPTION>

                                                                 TWELVE MONTHS ENDED DECEMBER 31,
                                                     --------------------------------------------------------
                                                          2000                  1999              INC. (DEC.)
                                                          ----                  ----              -----------
<S>                                                   <C>                   <C>                   <C>
          Average loan balance .....................  $ 1,065,764           $ 1,043,749           $  22,015
          Average rate .............................         7.87%                 7.21%               0.66%

          Total interest ...........................  $    83,876           $    75,254           $   8,622
          Amortization of loan fees ................        4,890                 2,540               2,350
          Capitalized interest and other (1) .......       (3,096)              (10,920)              7,824
                                                      -----------           -----------           ---------
          Interest expense .........................  $    85,670           $    66,874           $  18,796
                                                      ===========           ===========           =========
</TABLE>

(1) Other consists primarily of interest costs billed to joint venture
entities.





                                       25
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

         The Company's short term (less than one year) liquidity requirements
include recurring operating costs, capital expenditures, debt service
requirements and preferred and common dividend requirements. The Company
anticipates that these needs will be met with cash flows provided by operations,
the refinancing of maturing debt and proceeds from the sale of assets.

         Effective January 31, 2001, the Company, through the Operating
Partnership, amended its Credit Facility. The amended Credit Facility provides
the Company with the ability to borrow up to $170.0 million, extends the term
through January 31, 2004 and is collateralized with first mortgage liens on
three Malls and two Community Centers. The interest rate on the Credit Facility
ranges from LIBOR plus 1.60% to LIBOR plus 1.90%, depending on the Company's
ratio of debt to asset value. The Credit Facility currently bears interest at a
rate equal to LIBOR plus 1.90% per annum and the Company has an interest rate
swap agreement in place that fixes LIBOR at 5.39% per annum on $110.0 million
until January 31, 2004, (the effective interest rate after giving effect to the
swap agreement was 6.15% per annum at December 31, 2001). Payments due under the
Credit Facility are guaranteed by the Operating Partnership. During 2001, the
weighted average interest rate was 6.93% per annum. At December 31, 2001, the
outstanding balance on the Credit Facility was $163.0 million.

              In 2001, the Company repaid $405.2 million of outstanding debt.
This included pay downs of $304.9 million of short term floating rate mortgages
and $100.3 million of long term mortgages. The Company also executed new
mortgage notes payable totaling $387.0 million. The new mortgage notes consist
of (i) a $9.3 million loan collateralized by a first mortgage lien on Knox
Village Square, which matures in February 2008 and bears interest at 7.41% per
annum, (ii) a $5.9 million loan collateralized by a first mortgage lien on East
Pointe Plaza, which matures in February 2011 and bears interest at 7.25% per
annum, (iii) a $7.6 million loan collateralized by a first mortgage lien on
Meadowview Square, which matures in March 2011 and bears interest at 7.25% per
annum, (iv) an $8.6 million loan collateralized by a first mortgage lien on
River Valley Plaza, which matures in May 2011 and bears interest at 7.15% per
annum, (v) a $14.0 million loan collateralized by a first mortgage lien on Loyal
Plaza, which matures in June 2011 and bears interest at 7.18% per annum, (vi) a
$20.4 million bridge financing collateralized by a first mortgage lien on one
Mall and seven Community Centers, which was paid off during December 2001, (vii)
a $4.5 million bridge loan collateralized by a first mortgage lien on Roane
County Plaza, which matures March 2002 and bears interest at 11.00% per annum,
(viii) four loans collateralized by Community Centers aggregating $12.1 million,
which mature in August, 2011 and bear interest at an average rate of 7.49% per
annum, (ix) a $40.0 million loan collateralized by a first mortgage lien on
Northtown Mall, which matures in August 2003 and bears interest at LIBOR plus
3.50% per annum (5.37% at December 31, 2001), (x) a $61.7 million bridge loan
collateralized by a first mortgage lien on 29 Community Centers, which matures
in January 2003 and bears interest at LIBOR plus 6.00% per annum (8.14% at
December 31, 2001), (xi) a $130.0 million loan collateralized by a first
mortgage lien on Lloyd Center which matures on November 10, 2003 and bears
interest at a rate equal to the greater of LIBOR plus 325 basis points, or
6.25%, per annum (6.25% at December 31, 2001) (xii) a $27.0 million loan
collateralized by a first mortgage lien on Ashland Town Center, which matures in
November 2011 and bears interest at 7.25% per annum, (xiii) a $38.0 million loan
collateralized by a first mortgage lien on River Valley Mall, which matures in
December 2004 and bears interest at a rate equal to the greater of 5.00% or
LIBOR plus 2.35% basis points per annum (5.00% at December 31, 2001) and (xiv) a
$7.9 million loan collateralized by a first mortgage lien on Barren River Plaza,
which matures in January 2012 and bears interest at 7.62% per annum.

         At December 31, 2001, the Company's Credit Facility was collateralized
with first mortgage liens on five properties having net book value of $147.4
million and its mortgage notes payable were collateralized with first mortgage
liens on 76 properties having a net book value of $1,304.0 million. The Company
also owned 13 unencumbered properties having a net book value of $57.8 million
at that date. Certain of the loans are cross collateralized as part of a group
of properties under a single loan, certain of the properties have cross default
provisions and certain of the properties are subject to guarantees and financial
covenants. Under the cross default provisions, a default under a single mortgage
may constitute a default under all of the mortgages in the group and could lead
to acceleration of the indebtedness on all properties under such loan.

         The Company is pursuing a strategy of selling single tenant and
non-strategic community center assets and focusing on the regional mall
portfolio. The timing and selling prices of future asset sales are dependent
upon the





                                       26
<PAGE>

Company being able to consummate sales transactions under acceptable terms and
at satisfactory pricing. Net proceeds from asset sales are expected to be
applied to reduce debt.

         During 2001, the Company sold five Community Centers, five single
tenant properties, three outlots and four development outparcels for total
proceeds of $41.5 million. The Company recognized a net loss of $610,000 on
depreciated properties and a gain of $1.7 million on the sale of the development
outparcels. During the second quarter of 2001, the Company also wrote-off its
$3.2 million investment in the Carson development project.

         In May 2001, the Company announced the completion of a follow-on
Offering of 5,925,000 Shares (including 5,175,000 Shares sold May 18, 2001 and
750,000 over-allotment Shares sold May 25, 2001) at a price of $15.00 per Share.
Total net proceeds were approximately $84.4 million.

         On the same day the Offering was completed, the Company used the net
proceeds as part of the consideration to consummate the purchase, through its
Operating Partnership, of all 34,000 of its Series A-1 convertible preferred
shares, all 56,000 of its Series D convertible preferred shares, a 40.00%
interest in Elizabeth MetroMall, LLC, the owner of Jersey Gardens, a 40.00%
interest in Jersey Gardens Center, LLC, the owner of 28.8 acres adjacent to
Jersey Gardens and a 45.00% interest in Great Plains MetroMall, LLC, the owner
of The Great Mall of the Great Plains. As a result of the purchase of such
interests, the Operating Partnership owns a 100.00% interest in both Jersey
Gardens and The Great Mall of the Great Plains. The cash consideration for the
purchase of both series of preferred shares was at approximately a 25.00%
discount from their respective liquidation preferences. Non-cash consideration
in connection with the purchase included the termination of a project income
based permanent lending commitment.

         The purchase price of approximately $73.0 million was allocated $67.6
million to the redemption of the preferred shares, $4.7 million to the
acquisition of the 40.00% interest in Elizabeth MetroMall, LLC, $300,000 to the
40.00% interest in Jersey Gardens Center, LLC, and $400,000 to the acquisition
of the 45.00% interest in The Great Mall of the Great Plains.

         In addition, on April 6, 2001, the Company acquired a third party's
joint venture interests in Jersey Gardens and the adjoining property for $4.1
million, of which $3.9 million was allocated to the acquired 30.00% interest in
Elizabeth MetroMall, LLC, and $200,000 to the acquired 30.00% interest in Jersey
Gardens Center, LLC.

         The Company's long term (greater than one year) liquidity requirements
include scheduled debt maturities, capital expenditures to maintain, renovate
and expand existing assets, property acquisitions and development projects.
Management anticipates that net cash provided by operating activities, the funds
available under its Credit Facility, its construction financing, long-term
mortgage debt, the venture structure for acquisitions and developments, issuance
of preferred and common shares of beneficial interest and proceeds from the sale
of assets will provide sufficient capital resources to carry out the Company's
business strategy relative to the acquisitions, renovations, expansions and
developments.

         At December 31, 2001, the Company's debt-to-total-market capitalization
was 61.5%, compared to 65.8% at December 31, 2000. The Company is working to
reduce this ratio to approximately 55.0% by reducing outstanding debt and
increasing the value of its outstanding Shares. Based upon its current
debt-to-market capitalization, the Company does not expect to pursue significant
additional acquisitions until such time as the Company has reduced the amount of
outstanding borrowings or has access to additional equity capital.

         Net cash provided by operating activities for the year ended December
31, 2001, was $102.8 million versus $75.2 million for the corresponding period
of 2000. Net income adjusted for non-cash items, including depreciation and
amortization, gains and losses on sales and minority interest, accounted for a
$14.8 million increase. The net changes in operating assets and liabilities
accounted for a $12.8 million increase.

         Net cash used in investing activities for the year ended December 31,
2001, was $57.9 million. It primarily reflects additional direct investments in
real estate assets of $37.6 million. Additions to cash in escrow of $38.2
million, an increase in deferred expenses of $16.3 million, investment in
unconsolidated entities of $1.6 million, offset by proceeds from the sale of
properties of $35.8 million.

         Net cash used in financing activities for the year ended December 31,
2001, was $41.6 million. Cash was used to fund distributions of $76.3 million,
make principal payments on mortgage and notes payable of $372.7 million and to
redeem the Series A and D preferred shares for $67.6 million. Cash was provided
by issuance of new mortgage and





                                       27
<PAGE>

notes payable of $387.4 million and net proceeds from issuance of common shares
of $88.7 million, including $84.4 million from the Offering.

EXPANSION, RENOVATION AND DEVELOPMENT ACTIVITY

         The Company continues to be active in its expansion, renovation and
development activities. Its business strategy is to grow the Company's assets,
net income and cash flow to, among other things, provide for dividend
requirements.

EXPANSIONS AND RENOVATIONS

         The Company maintains a strategy of selective expansions and
renovations in order to improve the operating performance and the competitive
position of its existing portfolio. The Company also engages in an active
redevelopment program with the objective of attracting innovative retailers,
which management believes will enhance the operating performance of the
Properties.

Malls

         At Almeda Mall, in Houston, Texas, Ross Stores, one of the anchors,
remodeled and expanded their store in the first quarter 2001. At Dayton Mall, in
Dayton, Ohio, Linens `N Things opened in 30,000 square feet of gross leaseable
area in the third quarter 2001. At Lloyd Center, in Portland, Oregon, Barnes &
Noble opened with 27,000 square feet of gross leasable area in the fourth
quarter of 2001. Also in the fourth quarter 2001, Burlington Coat Factory opened
in a 110,000 square foot space formerly owned by Montgomery Ward at University
Mall. At Jersey Gardens, an approximately 60,000 square foot Filene's
Basement/DSW Shoe Warehouse opened in October 2001 and a 25,000 square foot Nike
Factory Store opened in November 2001. At The Great Mall of the Great Plains, a
30,000 square foot VF Factory Outlet opened in October 2001. All of these
represent renovations at existing GLA.

Community Centers

         Total Community Center vacant anchor space increased from 296,000
square feet at December 31, 2000 to 488,000 square feet at December 31, 2001.
During 2001, the Company completed the redevelopment of anchor space at Village
Plaza in Augusta, Georgia, which reduced vacant space by approximately 73,000
square feet. Vacant anchor space increased 20,000 square feet as a result of a
lease expiration and increased by approxiately 245,000 square feet due to leases
rejected in connection with the bankruptcy filings of Grand Union, Phar-Mor and
Ames. The Company is currently working to re-lease the vacant anchor space and
expects that the capital commitments required to complete the re-leasing will
not exceed $1.0 million.

DEVELOPMENTS

         One of the Company's objectives is to increase its portfolio by
developing new retail properties. Although the Company is actively reviewing and
analyzing the development potential of various future projects, it does not
currently expect to commence any new developments in 2002. The Company's
management team has developed over 100 retail properties nation-wide and has
significant experience in all phases of the development process, including site
selection, zoning, design, pre-development leasing, construction financing and
construction management.

Jersey Gardens

         As of March 31, 2001, the Company had a 30.0% ownership interest in (a)
Elizabeth MetroMall, LLC, a joint venture which, in October 1999, completed
development of Jersey Gardens, a 1.3 million square foot value-oriented fashion
and entertainment megamall located in Elizabeth, New Jersey and (b) Jersey
Gardens Center, LLC, a separate joint venture formed to develop approximately
28.8 acres adjacent to the Jersey Gardens site. On April 6, 2001, the Company
acquired an additional 30.0% ownership interest in each of these joint ventures
and on May 18, 2001, the Company acquired the remaining 40.0% ownership interest
in each of the joint ventures using proceeds from the Offering. Jersey Gardens
Center, LLC, expects to incur additional costs of $6.1 million related to
infrastructure improvements for this site. These costs are expected to be funded
from proceeds of sales of development parcels out of the 28.8 acre site or out
of other funding sources, which the Company expects will be available for such
purposes. During 2001, the venture sold 3.0 acres of this site for $2.6 million.




                                       28
<PAGE>

Polaris Fashion Place

         On October 25, 2001, the Company opened Polaris Fashion Place, a new
super-regional mall of approximately 1.5 million square feet on approximately
146.3 acres in northern Columbus, Ohio. All seven of the anchors and
approximately 85.0% of the mall shop space was occupied at the opening.
Construction of the Mall commenced in July 2000. Construction and operating
agreements with the Mall's department store anchors, which include Kaufmann's,
Lord & Taylor, JCPenney, Lazarus, Saks Fifth Avenue and Sears, were also
executed at that time. In June 2001, the Company amended the construction and
operating agreements to provide for the addition of a seventh anchor, The Great
Indoors, to the project. The project was developed in a joint venture in which
the Company has a 39.29% ownership interest. A partnership which previously
owned the land, retained a 21.42% ownership interest and a group of private
investors holds the remaining 39.29% ownership interest. During the third
quarter 2000, the Operating Partnership issued 260,583 new Operating Partnership
limited partnership units with a value of $4.0 million in connection with its
equity contribution to the venture.

         The total estimated cost of the project is approximately $145.0
million. During October 2000, the joint venture obtained a $120.0 million
construction loan for this project from a group of banks secured by a first
mortgage lien on the project. The construction loan matures in November 2003 and
bears interest at an initial rate of LIBOR plus 2.25% per annum. This rate can
be reduced in stages to LIBOR plus 1.75% per annum as specified debt service
coverage ratios are achieved. The Company has provided a completion guarantee
and a guarantee of payment of 50.0% of the loan amount. In addition, Herbert
Glimcher provided the lender with a $4.0 million letter of credit to guarantee
the payment of certain public funds to be received in connection with road
improvements. GDC and the Operating Partnership are providing all leasing,
legal, development and management services for the project. As consideration
for providing the letter of credit, Mr. Glimcher is entitled to receive $40,000.
Approximately $110.6 million had been drawn under the construction loan as of
December 31, 2001.

Carson

         The Company's development agreement with the City of Carson, California
expired on June 30, 2001. The Company currently has no development plans or
contractual agreements with respect to the development of this site. During the
quarter ended June 30, 2001, the Company wrote-off $3.2 million, representing
the Company's investment in this development project.

PORTFOLIO DATA

         The table below reflects sales per square foot ("Sales PSF") for those
tenants reporting sales for the twelve month period ended December 31, 2001. The
percentage change is based on those tenants reporting sales for the twenty-four
month period ended December 31, 2001.
<TABLE>
<CAPTION>

                                            MALL PROPERTIES                   COMMUNITY CENTERS
                                            ---------------                   -----------------
            PROPERTY TYPE             SALES PSF          % CHANGE           SALES PSF     % CHANGE
            -------------             ---------         ----------          ---------    ----------
<S>                                     <C>                <C>              <C>               <C>
            Anchors ........            $164.7             (0.9)%           $266.5            (1.3)%
            Stores .........            $292.6             (0.4)%           $202.6             0.7%
            Total ..........            $225.8             (0.6)%           $259.1            (1.1)%

</TABLE>











                                       29
<PAGE>




Portfolio occupancy statistics by property type are summarized below:
<TABLE>
<CAPTION>

                                                                                          OCCUPANCY (1) (2)
                                                                ------------------------------------------------------------
                                                                12/31/01      9/30/01      6/30/01     3/30/01     12/31/00
                                                                --------      -------      -------     -------     --------

<S>                                                               <C>          <C>          <C>          <C>          <C>
         Mall Anchors ....................................        94.6%        95.1%        95.8%        95.9%        96.8%
         Mall Stores - Total Portfolio ...................        85.6%        85.3%        84.8%        86.2%        86.0%
         Mall Stores - Comparable Portfolio ..............        85.9%        85.3%        84.8%        86.2%        86.0%
         Total Mall Portfolio ............................        91.3%        91.4%        91.6%        92.2%        92.7%
         Community Center Anchors ........................        94.1%        95.6%        95.7%        96.6%        96.6%
         Community Center Stores .........................        86.0%        86.4%        87.3%        88.4%        88.5%
         Single Tenant Retail Properties .................       100.0%       100.0%       100.0%       100.0%       100.0%
         Total Community Center Portfolio ................        92.4%        93.6%        93.9%        94.9%        94.9%
</TABLE>

 (1) Occupancy statistics included in the above table are based on the total
     Company Portfolio which includes Properties owned by the Company and
     Properties held in joint ventures.
(2)  Occupied space is defined as any space where a tenant is occupying the
     space and/or paying rent at the date indicated, excluding all tenants with
     leases having an initial term of less than one year.

FUNDS FROM OPERATIONS

         Management considers FFO to be a supplemental measure of the Company's
operating performance. FFO does not represent cash generated from operating
activities in accordance with GAAP and is not necessarily indicative of cash
available to fund cash needs. FFO should not be considered as an alternative to
net income, as the primary indicator of the Company's operating performance, or
as an alternative to cash flow as a measure of liquidity.

The following table illustrates the calculation of FFO and adjusted FFO for the
years ending December 31, 2001, 2000 and 1999 (in thousands):
<TABLE>
<CAPTION>
                                                                      FOR THE YEARS ENDED DECEMBER 31,
                                                                      --------------------------------
                                                               2001                  2000                 1999
                                                               ----                  ----                 ----
<S>                                                      <C>                   <C>                   <C>
Net income available to common shareholders ....         $    31,363           $    18,481           $  19,508
Add back (less):
     Real estate depreciation and amortization .              57,156                44,560              39,408
     GRT share of joint ventures ...............               9,494                15,862               9,476
     (Gain) loss on sales of property ..........                 610                (4,358)                 12
     Gain on redemption of preferred stock/development
        cost write-off .........................             (19,232)
     Extraordinary item ........................               1,299                   443                 545
     Cumulative effect of accounting change ....                 116
     Minority interest in partnership ..........               3,519                 2,365               2,316
                                                         -----------           -----------           ---------
Funds from operations ..........................         $    84,325           $    77,353           $  71,265
                                                         ===========           ===========           =========
Funds from operations ..........................         $    84,325           $    77,353           $  71,265
Add back (less):
     Capital expenditures ......................              (8,972)              (13,431)             (6,463)
     Straight-line of minimum rents ............              (2,233)               (2,136)             (2,319)
     Straight-line of ground lease expense .....                  96                     9                  46
     GRT share of joint venture capital expenditures
        and straight-line of minimum rent ......              (2,011)               (2,845)             (2,483)
                                                         -----------           -----------           ---------
Adjusted funds from operations .................         $    71,205           $    59,950           $  60,046
                                                         ===========           ===========           =========
</TABLE>

         FFO increased 9.0%, or $7.0 million for the year ended December 31,
2001. The increase was primarily the result of improved operating income before
a development cost write-off of $900,000, a decrease in preferred stock
dividends of $6.7 million and an increase in real estate depreciation and
amortization of $12.6 million, partially offset with a net decrease of $7.9
million in FFO from unconsolidated entities and an increase in net interest
expense of $5.3 million.

         FFO increased 8.5%, or $6.1 million for the year ended December 31,
2000. The increase was primarily the result of improved operating income of $5.2







                                       30
<PAGE>

million, an increase in real estate depreciation and amortization of $5.2
million and an increase in the FFO from unconsolidated entities of $14.6
million, partially offset by increased interest expense of $18.0 million and an
increase in preferred stock dividends of $900,000.

ACCOUNTING PRONOUNCEMENTS

         In June 2001, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill
and Other Intangible Assets." SFAS No. 142 is required to be applied starting
with fiscal years beginning after December 15, 2001. Goodwill and intangible
assets acquired after June 30, 2001 will be subject immediately to the
provisions of this statement. The Company has determined that SFAS No. 142 has
no immediate impact on its financial position or results of operations.

         In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143 requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred if a reasonable estimate of the fair value can be made. The
associated asset retirement costs are capitalized as part of the carrying amount
of the long-lived asset. SFAS No. 143 will be effective at the beginning of
2003. The Company is currently assessing, but has not yet determined, the impact
of SFAS No. 143 on its financial position or results of operations.

         In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supersedes SFAS No.
121 and requires that long-lived assets that are to be disposed of by sale be
measured at the lower of book value or fair value less costs to sell. SFAS No.
144 retains the fundamental provisions of SFAS No. 121 for (a) recognition and
measurement of the impairment of long-lived assets to be held and used and (b)
measurement of long-lived assets to be disposed of by sale, but broadens the
definition of what constitutes a discontinued operation and how the results of a
discontinued operation are to be measured and presented. SFAS No. 144 will be
effective at the beginning of 2002. The Company is currently assessing, but has
not yet determined, the impact of SFAS No. 144 on its financial position or
results of operations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         The Company believes the following critical accounting policies affect
its more significant judgements and estimates used in the preparation of its
consolidated financial statements.

          Estimates are used to establish common area maintenance, real estate
tax and insurance tenant accounts receivable, and accounts receivable reserves.
The allowance for doubtful accounts reflects the Company's estimate of the
amounts of the recorded accounts receivable at the balance sheet date that will
not be realized from cash receipts in subsequent periods. If the financial
condition of the Company's tenants deteriorates as a result of operating
difficulties or tenants operating under bankruptcy protection, additional
provisions may be required.

         The Company maintains a diverse portfolio of real estate assets. The
portfolio holdings have increased as a result of both acquisitions and the
development of new properties and have been reduced by selected sales of assets.
The amounts to be capitalized as a result of acquisition and developments and
the periods over which the assets are depreciated or amortized are determined
based on the application of accounting standards that may require estimates as
to fair value and the allocation of various costs to the individual assets. The
sale of real estate assets may also involve the application of judgements in
determining whether the risks and rewards of ownership have transferred to the
buyer and that a sale has been completed for purposes of recognizing a gain on
the sale. Although the Company has from time to time entered into negotiations
or contracts that cover the sale of individual assets, the assets sales have not
been part of a plan to dispose of specific holdings. The determination of
whether specific assets are classified as held for sale or maintained as
operating assets which continue to be depreciated reflects management's
judgement and future intent with respect to the properties. The Company
evaluates the recoverability of its investments in real estate assets to be held
and used and records an impairment charge when there is an indicator of
impairment and the undiscounted projected cash flows are less than the carrying
amount for a particular property. A decline in operating results or adverse
market conditions for a particular property could result in the inability to
fully recover the carrying amount of the investment and therefore require an
impairment charge in the future.

         The Company's investment in certain of its real estate holdings is in
the form of joint ventures in which the Company has a 50.0% or less ownership
interest. The Company provides leasing, development, legal and construction and
property management services to the joint ventures. These joint ventures are
accounted for under the equity method of accounting. The determination as to
whether these holdings are included in the financial statements as a
consolidated



                                       31
<PAGE>
subsidiary or reflected under the equity method of accounting requires judgement
as to the Company's level of control and/or influence with respect to
significant decisions, consideration of the debt structure of the joint venture
and the participants' equity contribution.

         The Company has used interest rate cap agreements to hedge interest
rate exposure and interest rate swap contracts to convert a portion of its
variable rate debt to fixed rate debt. The Company has a policy of only entering
into contracts with major financial institutions based upon their credit ratings
and other factors, and all contracts are intended to be effective as hedges of
specific interest rate risk exposures. In connection with the determination of
the effectiveness of these hedges and the recognition of any unrealized gain or
loss on these contracts, the Company computes the fair value of the contracts at
each balance sheet date. To determine the fair values of derivative instruments,
the Company uses a variety of methods and assumptions that are based on market
conditions and risks existing at each balance sheet date. Standard market
conventions and techniques such as discounted cash flow analysis, replacement
cost, and termination cost are used to determine fair value. All methods of
assessing fair value result in a general approximation of value, and such value
may never actually be realized.

INFORMATION TECHNOLOGY

         The Company has successfully completed the first phase of its ERP
Implementation. This phase focused on Oracle e-Business Suite of financial
applications. The Company continues to work with Oracle Corporation to develop a
comprehensive web-based property management solution for REITs. The Property
Manager software will be tested by our users during the second half of 2002 and
is expected to be implemented in 2003.

         The Company has standardized on Dell for its Intel based servers,
desktops and laptops. All the Intel based servers have been upgraded with
respect to hardware and software. The Company has also entered into a Corporate
License Agreement with Novell for all its server and collaboration software and
a Volume License Agreement with Microsoft for all its Desktop Application
software. These agreements have helped streamline our IT processes with
standardization across the Company and allow the Company to manage and enforce
Software License Compliance.

INFLATION

         Inflation has remained relatively low during the past three years and
has had a minimal impact on the Company's properties. Many tenants' leases
contain provisions designed to lessen the impact of inflation. Such provisions
include clauses enabling the Company to receive percentage rentals based on
tenants' gross sales, which generally increase as prices rise, and/or escalation
clauses, which generally increase rental rates during the terms of the leases.
In addition, many of the leases are for terms of less than 10 years, which may
enable the Company to replace existing leases with new leases at higher base
and/or percentage rentals if rents in the existing leases are below the
then-existing market rate. Substantially all of the leases, other than those for
anchors, require the tenants to pay a proportionate share of common area
maintenance, real estate taxes and insurance, thereby reducing the Company's
exposure to increases in costs and operating expenses resulting from inflation.

         Inflation may, however, have a negative impact on some of the Company's
other operating items. Interest expense and general and administrative expenses
may be adversely affected by inflation as these specified costs could increase
at a rate higher than rents. Also, for tenant leases with stated rent increases,
inflation may have a negative effect as the stated rent increases in these
leases could be lower than the increase in inflation at any given time.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company's primary market risk exposure is interest rate risk. The
Company uses interest rate protection agreements to manage interest rate risks
associated with long-term, floating rate debt. At December 31, 2001 and 2000,
approximately 70.6% and 53.9%, respectively, of the Company's debt, after giving
effect to interest rate swap agreements, bore interest at fixed rates with
weighted-average maturity of 5.2 years and 6.6 years, respectively, and
weighted-average interest rates of approximately 7.698% and 7.655%,
respectively. The remainder of the Company's debt bears interest at variable
rates with weighted-average interest rates of approximately 5.937% and 8.763%,
at December 31, 2001 and 2000, respectively.

         At December 31, 2001 and 2000, the fair value of the Company's debt
(excluding its Credit Facility) was $1,091.9 million and $912.4 million,
respectively, compared to its carrying amounts of $1,083.7 million and $906.1
million, respectively. The Company's combined future earnings, cash flows and
fair values relating to financial





                                       32
<PAGE>

instruments are dependent upon prevalent market rates of interest, primarily
LIBOR. Based upon consolidated indebtedness and interest rates at December 31,
2001 and 2000, a 100 basis points increase in the market rates of interest would
decrease future earnings and cash flows by $3.7 million and $4.9 million,
respectively, and decrease the fair value of debt by approximately $26.9 million
and $22.5 million, respectively. A 100 basis points decrease in the market rates
of interest would increase future earnings and cash flows by $3.7 million and
$4.9 million, respectively, and increase the fair value of debt by approximately
$28.9 million and $24.2 million, respectively. The Company has entered into
certain cap and floor agreements which impact this analysis at certain LIBOR
rate levels (see notes 3 and 6).

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The financial statements and financial statement schedules of Glimcher
Realty Trust and the Report of Independent Accountants thereon are filed
pursuant to this Item 8 and are included in this report in Item 14.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         Not applicable.

PART III

ITEM 10.  TRUSTEES AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Information regarding Trustees and executive officers of the Company is
incorporated herein by reference to GRT's definitive proxy statement to be filed
with the Securities and Exchange Commission within 120 days after the year end
of the year covered by this Form 10-K with respect to its Annual Meeting of
Shareholders to be held on May 10, 2002.

ITEM 11.  EXECUTIVE COMPENSATION

         Information regarding executive compensation of the Company is
incorporated herein by reference to GRT's definitive proxy statement to be filed
with the Securities and Exchange Commission within 120 days after the year end
of the year covered by this Form 10-K with respect to its Annual Meeting of
Shareholders to be held on May 10, 2002.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Information regarding security ownership of certain beneficial owners
and management of the Company is incorporated herein by reference to GRT's
definitive proxy statement to be filed with the Securities and Exchange
Commission within 120 days after the year end of the year covered by this Form
10-K with respect to its Annual Meeting of Shareholders to be held on May 10,
2002.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Information regarding certain relationships and related transactions of
the Company is incorporated herein by reference to GRT's definitive proxy
statement to be filed with the Securities and Exchange Commission within 120
days after the year end of the year covered by this Form 10-K with respect to
its Annual Meeting of Shareholders to be held on May 10, 2002.

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>

<S>      <C>      <C>                                                                        <C>
(a)      (1)      FINANCIAL STATEMENTS                                                       PAGE NUMBER
                  --------------------                                                       -----------
                   - Report of Independent Accountants..................................         44
                   - Glimcher Realty Trust Consolidated Balance Sheets as of
                     December 31, 2001 and 2000.........................................         45
                   - Glimcher Realty Trust Consolidated Statements of Operations and
                       Comprehensive  Income for the years  ended December 31, 2001,
                        2000 and 1999 ..................................................         46
</TABLE>




                                       33
<PAGE>
<TABLE>
 <S>     <C>       <C>                                                                         <C>
                   - Glimcher Realty Trust Consolidated Statements of Shareholders'
                     Equity for the years ended December 31, 2001, 2000 and 1999........         47
                   - Glimcher Realty Trust Consolidated Statements of Cash Flows
                       for the years ended December 31, 2001, 2000 and 1999.............         48
                   - Notes to Consolidated Financial Statements.........................         49

(2)      FINANCIAL STATEMENT SCHEDULES
                   - Schedule II - Valuation and Qualifying Accounts and Reserves.......         65
                   - Schedule III - Real Estate and Accumulated Depreciation............         66
                   - Notes to Schedule III..............................................         73

(3)      EXHIBITS

                  3.1     Amended and Restated Declaration of Trust of Glimcher Realty Trust. (2)
                  3.2     Bylaws, as amended. (2)
                  3.3     Amendment to the Company's Amended and Restated Declaration of Trust. (1)
                  3.4     Limited Partnership Agreement of Glimcher Properties Limited Partnership. (13)
                  3.5     Amendment to Limited Partnership Agreement of Glimcher Properties Limited Partnership. (13)
                  3.6     Amendment No. 1 to Limited Partnership Agreement of Glimcher Properties Limited Partnership. (13)
                  3.7     Amendment No. 2 to Limited Partnership Agreement of Glimcher Properties Limited Partnership. (13)
                  3.8     Amendment No. 3 to Limited Partnership Agreement of Glimcher Properties Limited Partnership. (13)
                  3.9     Amendment No. 4 to Limited Partnership Agreement of Glimcher Properties Limited Partnership. (13)
                  3.10    Amendment No. 5 to Limited Partnership Agreement of Glimcher Properties Limited Partnership. (13)
                  3.11    Amendment No. 6 to Limited Partnership Agreement of Glimcher Properties Limited Partnership. (13)
                  4.1     Specimen Certificate for Common Shares of Beneficial Interest. (2)
                  4.2     Specimen Certificate evidencing 34,000 Shares of Series A Convertible Preferred Shares. (8)
                  4.3     Specimen Certificate evidencing Series A-1 Convertible Preferred Shares. (11)
                  4.4     Specimen Certificate evidencing 9 1/4% Series B Cumulative Redeemable Preferred Shares of Beneficial
                          Interest. (11)
                  4.5     Specimen Certificate evidencing Series C Convertible Preferred Shares. (13)
                  4.6     Specimen Certificate evidencing 56,000 Shares of Series D Convertible Preferred Shares of Beneficial
                          interest. (14)
                 10.1     Loan Agreement between Glimcher  Properties  Limited  Partnership,  Glimcher Realty Trust,  Glimcher
                          Properties  Corporation and The Huntington  National Bank relating to the Credit Facility. (1)
                 10.2     First Amendment to Loan Agreement by and among The Huntington National Bank, Glimcher Realty Trust and
                          Glimcher Properties Corporation relating to the Credit Facility. (1)
                 10.3     Second Amendment to Loan Agreement, First Note
                          Extension Agreement and First Amendment to a Credit
                          Line Deed of Trust by and among The Huntington
                          National Bank, Glimcher Properties Limited
                          Partnership, Glimcher Realty Trust and Glimcher
                          Properties Corporation relating to the Credit
                          Facility. (1)
                 10.4     Revolving Note issued by Glimcher Properties Limited Partnership in connection with the Credit
                          Facility. (1)
                 10.5     Executed Form of Open-End Mortgage,  Assignment of Rents and Security Agreement issued by Glimcher
                          Properties Limited Partnership in connection with the Credit Facility. (1)
                 10.6     Promissory Note issued by Morgantown Mall Associates Limited Partnership in connection with the
                          Morgantown Loan. (2)
                 10.7     Credit Line Deed of Trust and Security Agreement, issued by Morgantown Mall Associates Limited
                          Partnership in connection with the Morgantown Loan. (2)
                 10.8     Amended and Restated Loan Agreement among Nomura Asset Capital  Corporation,  Glimcher Holdings Limited
                          Partnership,  Glimcher Centers Limited Partnership and Grand Central Limited Partnership relating to the
                          Nomura Loan. (1)
</TABLE>

                                       34
<PAGE>
<TABLE>
<S>       <C>    <C>

                 10.9     Holdings A Note,  Nonrecourse Mortgage Note executed by Glimcher Holdings Limited  Partnership,
                          Glimcher Centers Limited Partnership and Grand Central Limited Partnership relating to the Nomura
                          Loan. (1)
                 10.10    Holdings B Note,  Nonrecourse Mortgage Note executed by Glimcher Holdings Limited  Partnership,
                          Glimcher Centers Limited Partnership and Grand Central Limited Partnership relating to the Nomura
                          Loan. (1)
                 10.11    Centers Note,  Nonrecourse  Mortgage Note executed by Glimcher  Holdings Limited  Partnership,
                          Glimcher Centers Limited  Partnership and Grand Central Limited Partnership relating to the Nomura
                          Loan. (1)
                 10.12    Grand Central Note,  Nonrecourse  Mortgage Note executed by Glimcher  Holdings  Limited  Partnership,
                          Glimcher  Centers Limited  Partnership and Grand Central Limited Partnership relating to the Nomura
                          Loan. (1)
                 10.13    ISDA Master Agreement between The Huntington National Bank and Glimcher Properties Limited
                          Partnership. (1)
                 10.15    Continuing  Guaranty issued by Glimcher Realty Trust  guaranteeing  payment of obligations of
                          Glimcher  Properties  Limited  Partnership in connection with the Credit Facility. (1)
                 10.16    Continuing  Guaranty issued by Glimcher  Properties  Corporation  guaranteeing  payment of obligations
                          of Glimcher  Properties Limited Partnership in connection with the Credit Facility. (1)
                 10.17    Exemplar of Mortgage/Deed of Trust,  Assignment of Leases,  Security Agreement and Fixture Filing
                          issued by Glimcher Holdings Limited Partnership in connection with the Nomura Loan. (1)
                 10.18    Exemplar of Mortgage/Deed of Trust,  Assignment of Leases,  Security Agreement and Fixture Filing and
                          Modification of Mortgage/Deed of Trust issued by Glimcher Centers Limited Partnership in connection
                          with the Nomura Loan. (1)
                 10.19    Deed of Trust,  Assignment of Leases,  Security  Agreement and Fixture Filing and Modification of Deed
                          of Trust issued by Grand Central Limited  Partnership in connection with the Nomura Loan. (1)
                 10.20    Glimcher Realty Trust 1993 Employee Share Option Plan. (2)
                 10.21    Glimcher Realty Trust 1993 Trustee Share Option Plan. (2)
                 10.22    First Amended and Restated Loan Agreement dated as of
                          June 30, 1995, between Glimcher Properties Limited
                          Partnership, Glimcher Realty Trust, Glimcher
                          Properties Corporation, The Huntington National Bank,
                          Society National Bank and a Bank Group. (3)
                 10.23    Revolving  Promissory Note dated June 30, 1995, in the amount of $87.5 million executed by Glimcher
                          Properties Limited  Partnership to The Huntington National Bank. (3)
                 10.24    Revolving  Promissory Note dated June 30, 1995, in the amount of $87.5 million executed by Glimcher
                          Properties  Limited  Partnership to Society National Bank. (3)
                 10.25    Guaranty dated June 30, 1995, issued by Glimcher Realty Trust in favor of The Huntington National
                          Bank. (3)
                 10.26    Guaranty dated June 30, 1995, issued by Glimcher Properties Corporation in favor of The Huntington
                          National Bank. (3)
                 10.27    Guaranty dated June 30, 1995, issued by Glimcher Realty Trust in favor of Society National Bank. (3)
                 10.28    Guaranty dated June 30, 1995, issued by Glimcher Properties Corporation in favor of Society National
                          Bank. (3)
                 10.29    Promissory Note dated as of October 26, 1995,  issued by Glimcher  Properties  Limited  Partnership in
                          the amount of twenty seven million six hundred  thousand dollars ($27,600,000). (4)
                 10.30    Exemplar Open-End Mortgage,  Security Agreement and Fixture Filing issued by Glimcher Properties Limited
                          Partnership in connection with the Connecticut General Life Insurance Company Loan. (4)
                 10.31    Exemplar  Second  Mortgage and Security  Agreement  dated as of October 26, 1995,  issued by Glimcher
                          Properties  Limited  Partnership in connection  with the Connecticut General Life Insurance
                          Company Loan. (4)
                 10.32    Exemplar  Assignment of Rents and Leases dated as of October 26, 1995,  issued by Glimcher  Properties
                          Limited  Partnership in connection with the Connecticut General Life Insurance Company Loan. (4)
</TABLE>

                                       35
<PAGE>


<TABLE>
<S>              <C>     <C>
                 10.33    Promissory Note dated as of October 26, 1995,  issued by Glimcher  Properties  Limited  Partnership in
                          the amount of six million two hundred  thousand  dollars ($6,200,000). (4)
                 10.34    Promissory Note dated as of October 26, 1995,  issued by Glimcher  Properties  Limited  Partnership in
                          the amount of three million six hundred thousand dollars ($3,600,000). (4)
                 10.35    Promissory Note dated as of October 26, 1995, issued by Glimcher  Properties Limited  Partnership in the
                          amount of three million three hundred thousand dollars ($3,300,000). (4)
                 10.36    Promissory Note dated as of October 26, 1995,  issued by Glimcher  Properties  Limited  Partnership in
                          the amount of four million two hundred  thousand dollars ($4,200,000). (4)
                 10.37    Promissory Note dated as of October 26, 1995, issued by Glimcher Properties Limited Partnership in the
                          amount of five million one hundred thousand dollars ($5,100,000). (4)
                 10.40    Securities  Purchase Agreement among Partnership  Acquisition Trust II, Glimcher  Properties Limited
                          Partnership and Glimcher Realty Trust, dated November 26, 1996. (7)
                 10.41    Articles Supplementary designating 40,000 Shares of Series A Convertible Preferred Shares Beneficial
                          Interest. (8)
                 10.42    Second Amendment to First Amended and Restated Loan Agreement. (7)
                 10.43    Second Amended and Restated Loan Agreement dated as of
                          May 15, 1997, between Glimcher Properties Limited
                          Partnership, Glimcher Realty Trust, Glimcher
                          Properties Corporation, The Huntington National Bank,
                          ("Huntington"), KeyBank National Association
                          ("KeyBank"), Fleet National Bank ("Fleet"), Star Bank,
                          National Association ("Star"), PNC Bank, National
                          Association ("PNC"), The Provident Bank ("Provident"),
                          National City Bank of Columbus ("National City") and
                          Bankers Trust Company ("Bankers Trust"). (9)
                 10.44    Form of Revolving Note for each of the eight (8) individual notes, dated May 15, 1997, and executed by
                          Glimcher Properties Limited Partnership. (9)
                          a.  Huntington in the amount of $32.5 million;
                          b.  KeyBank in the amount of $32.5 million;
                          c.  Fleet in the amount of $20 million;
                          d.  Star in the amount of $20 million;
                          e.  PNC in the amount of $25 million;
                          f.  Provident in the amount of $10 million;
                          g.  National City in the amount of $20 million; and
                          h.  Bankers Trust in the amount of $30 million.
                  10.45   Form of Guaranty for each of the eight (8) individual guarantees,  dated May 15, 1997, and issued by
                          Glimcher Realty Trust and Glimcher Properties Corporation. (9)
                          a.  Huntington to the extent of $32.5 million;
                          b.  KeyBank to the extent of $32.5 million;
                          c.  Fleet to the extent of $20 million;
                          d.  Star to the extent of $20 million;
                          e.  PNC to the extent of $25 million;
                          f.  Provident to the extent of $10 million;
                          g.  National City to the extent of $20 million; and
                          h.  Bankers Trust to the extent of $30 million.
                  10.46   Security Agreement - Interest Rate Protection Contract dated May 15, 1997,  executed by Glimcher
                          Properties Limited Partnership in favor of Huntington as Administrative  Agent for the lenders.  (9)
                  10.47   Executed Form of Open-End Mortgage, Assignment of
                          Rents and Security Agreement for each of the three (3)
                          individual mortgages, dated May 15, 1997, and issued
                          by Glimcher Properties Limited Partnership in
                          connection with the Credit Facility. (9)
                  10.48   Severance Benefits Agreement dated June 11, 1997, by and among Glimcher Realty Trust, Glimcher Properties
                          Limited Partnership and Herbert Glimcher. (13)
                  10.49   Severance Benefits Agreement dated June 11, 1997, by and among Glimcher Realty Trust, Glimcher Properties
                          Limited Partnership and William G. Cornely. (13)
                  10.50   Severance Benefits Agreement dated June 11, 1997, by and among Glimcher Realty Trust, Glimcher Properties
                          Limited Partnership and William R. Husted. (13)
                  10.51   Severance Benefits Agreement dated June 11, 1997, by and among Glimcher Realty Trust, Glimcher Properties
                          Limited Partnership and Michael P. Glimcher. (13)
                  10.52   Severance Benefits Agreement dated June 11, 1997, by and among Glimcher Realty Trust, Glimcher Properties
                          Limited Partnership and George A. Schmidt. (13)
</TABLE>

                                       36
<PAGE>

<TABLE>
<S>              <C>      <C>
                 10.53    Underwriting Agreement, dated as of September 30, 1997, among Glimcher Realty Trust, Glimcher Properties
                          Limited Partnership and Prudential Securities Incorporated. (10)
                 10.54    Amendment No. 1 dated as of November 6, 1997 to Securities  Purchase  Agreement among Partnership
                          Acquisition Trust II, Glimcher  Properties  Limited  Partnership and Glimcher Realty Trust, dated
                          November 26, 1996. (11)
                 10.55    Articles Supplementary classifying 5,520,000 Shares of beneficial interest on Series B Cumulative
                          Redeemable Preferred Shares of Beneficial Interest. (13)
                 10.56    Articles Supplementary designating 40,000 Shares of Series A-1 Convertible Preferred Shares of
                          Beneficial Interest. (13)
                 10.57    Articles Supplementary designating 56,000 Shares of Series C Convertible Preferred Shares of
                          Beneficial Interest. (13)
                 10.58    Promissory Note dated as of December 17, 1997, issued
                          by Glimcher University Mall Limited Partnership in
                          the amount of sixty four million eight hundred ninety
                          eight thousand five hundred forty six dollars
                          ($64,898,546). (12)
                 10.59    Mortgage,  assignment of rents,  security agreement and fixture filing by Glimcher  University Mall
                          Limited Partnership to Nomura Asset Capital Corporation dated as of December 17, 1997. (12)
                 10.60    Glimcher Realty Trust 1997 Incentive Plan. (13)
                 10.61    Articles Supplementary designating 56,000 Shares of Series D Convertible Preferred Shares of
                          Beneficial Interest. (14)
                 10.62    Exhibit A to Glimcher Properties Limited Partnership Agreement, as amended, showing new OP Unit
                          holders following the purchase of Polaris Center, LLC. (13)
                 10.63    Promissory Note dated as of June 1, 1998, issued by Glimcher Properties Limited Partnership in the
                          amount of fifty million dollars ($50,000,000). (15)
                 10.64    Mortgage, assignment of leases and rents and security agreement to Nomura Asset Capital Corporation
                          dated as of June 1, 1998. (15)
                 10.65    Promissory Note dated as of June 1, 1998, issued by Glimcher Northtown Venture, LLC in the amount of
                          forty million dollars ($40,000,000). (15)
                 10.66    Mortgage, assignment of leases and rents, security agreement and fixture financing statement by
                          Glimcher Northtown Venture, LLC to Nomura Asset Capital Corporation dated as of June 1, 1998. (15)
                 10.67    Promissory note dated as of July 15, 1998, issued by
                          Montgomery Mall Associates Limited Partnership in the
                          amount of forty seven million seven hundred fifty
                          thousand dollars ($47,750,000). (15)
                 10.68    Mortgage and security agreement by Montgomery Mall Associates Limited Partnership to Lehman Brothers
                          Holdings, Inc. dated as of July 15, 1998. (15)
                 10.69    Promissory note dated as of July 15, 1998, issued by Glimcher Properties Limited Partnership in the
                          amount of fifteen million dollars ($15,000,000). (15)
                 10.70    Mortgage loan assumption  agreement by and among Weberstown  Shopping Center,  Center  Properties,
                          Weberstown Mall, LLC and Aid Association for Lutherans dated as of August 1, 1998. (15)
                 10.71    Promissory Note dated as of September 1, 1998, issued
                          by Morgantown Mall Associates Limited Partnership in
                          the amount of fifty eight million three hundred fifty
                          thousand dollars ($58,350,000). (15)
                 10.72    Deed of trust, assignment of leases and rents and
                          security agreement by Morgantown Mall Associates
                          Limited Partnership to Michael B. Keller (Trustee)
                          for the use and benefit of The Capital Company of
                          America, LLC dated as of September 1, 1998. (15)
                 10.73    Promissory Note dated as of September 15, 1998, issued by Glimcher Lloyd Venture, LLC in the amount of
                          one hundred thirty million dollars ($130,000,000). (15)
                 10.74    Mortgage loan cooperation agreement to Goldman Sachs Mortgage Company dated as of September 15, 1998. (15)
                 10.75    Promissory Note dated as of September 15, 1998, issued by Glimcher Properties Limited Partnership in the
                          amount of ten million dollars ($10,000,000). (15)
                 10.76    Promissory Note dated as of October 13, 1998, issued by Glimcher Properties Limited Partnership in the
                          amount of fourteen million dollars ($14,000,000). (15)
                 10.77    Mortgage, assignment of rents and security agreement by Glimcher Development Corporation to The
                          Huntington National Bank dated as of October 13, 1998. (15)

</TABLE>

                                       37
<PAGE>

<TABLE>
<S>     <C>      <C>      <C>

                 10.78    Mortgage, assignment of rents and security agreement by Glimcher Properties Limited Partnership to
                          The Huntington National Bank dated as of October 13, 1998. (15)
                 10.79    Deed of Trust, assignment of rents and security agreement by Glimcher Properties Limited Partnership
                          to The Huntington National Bank dated as of October 13, 1998. (15)
                 10.80    Deed of Trust, assignment of rents and security agreement by Glimcher Properties Limited Partnership
                          to The Huntington National Bank dated as of October 13, 1998. (15)
                 10.81    Mortgage loan to Bankers Trust Company for Ohio property, dated as of October 30, 1998. (15)
                 10.82    Mortgage loan to Bankers Trust Company for Kansas property, dated as of October 30, 1998. (15)
                 10.83    Mortgage loan to Bankers Trust Company for New York property, dated as of October 30, 1998. (15)
                 10.84    Promissory Note dated as of November 1, 1998, issued by Glimcher Properties Limited Partnership in the
                          amount of nineteen million dollars ($19,000,000). (15)
                 10.85    Deed of Trust and security agreement by Grand Central Limited Partnership for the benefit of Lehman
                          Brothers Holdings Inc. dated as of January 21, 1999. (16)
                 10.86    Promissory Note dated as of January 21, 1999, issued by Grand Central Limited Partnership in the amount
                          of fifty two million five hundred thousand dollars  ($52,500,000).  Deed of Trust and Security Agreement
                          by Weberstown Mall, LLC for the benefit of Lehman Brothers Holdings Inc. dated as of April 26, 1999. (16)
                 10.87    Deed of Trust Security Agreement by Weberstown Mall, LLC for the benefit of Lehman Brothers Holding Inc.
                          dated as of April 26,1999. (17)
                 10.88    Promissory Note dated as of April 26, 1999, issued by Weberstown Mall, LLC in the amount of twenty
                          million five hundred thousand dollars ($20,500,000). (17)
                 10.89    Term Note dated as of June 17, 1999, issued by Glimcher Properties Limited Partnership in the amount of
                          twenty two million five hundred thousand dollars ($22,500,000). (17)
                 10.90    Deed of Trust, Assignment of Rents and Security Agreement by Glimcher Properties Limited Partnership for
                          the benefit of KeyBank National Association dated as of June 17, 1999. (17)
                 10.91    Executed form of Open End Mortgage Assignment of Rents
                          and Security Agreement for each of the two individual
                          mortgages, dated, June 17, 1999 and issued by Glimcher
                          Properties Limited Partnership for the benefit of
                          KeyBank National Association dated as of June 17,
                          1999. (17)
                 10.92    A Deed of Trust,  Assignment of Rents and Security  Agreement by Glimcher  Properties Limited
                          Partnership for the benefit of KeyBank National  Association dated as of June 17, 1999. (17)
                 10.93    Deed of Trust,  Security Agreement,  Assignment of Rents and Fixture Filing by Glimcher Properties
                          Limited Partnership for the benefit of KeyBank National  Association dated as of June 17, 1999. (17)
                 10.94    Amended and Restated Term Note as of June 17, 1999,
                          issued by Glimcher Properties Limited Partnership in
                          the amount of twenty four million three hundred
                          seventy five thousand dollars ($24,375,000). (17)
                 10.95    Note Consolidation and Modification Agreement as of
                          April 28, 1999, issued by Glimcher Properties Limited
                          Partnership in the amount of twenty one million five
                          hundred thousand dollars ($21,500,000). (17)
                 10.96    Executed form of Mortgage Modification Agreement for
                          each of the three individual mortgages dated as of
                          April 28, 1999 and issued by Glimcher York Associates
                          Limited Partnership for the benefit of Lehman Brothers
                          Holdings Inc. (17)
                 10.97    Executed Form of Mortgage Modification Agreement for
                          each of the three individual mortgages dated as of
                          April 28, 1999 and issued by Glimcher York Associates
                          Limited Partnership for the benefit of Lehman Brothers
                          Holdings Inc. (17)
                 10.98    Mortgage Modification Agreement by Glimcher Properties Limited Partnership for the benefit of Lehman
                          Brothers Holdings Inc. dated as of April 28, 1999. (17)
                 10.99    Mortgage Modification Agreement by Glimcher Development Corporation for the benefit of Lehman Brothers
                          Holdings, Inc. dated as of April 28, 1999. (17)
                 10.100   Mortgage Modification Agreement by Glimcher Properties Limited Partnership for the benefit of Lehman
                          Brothers Holdings Inc. dated as of April 28, 1999. (17)
</TABLE>

                                       38
<PAGE>
<TABLE>

<S>              <C>      <C>
                 10.101   Amended and Restated Promissory Note as of April 28,
                          1999 issued by Glimcher Properties Limited Partnership
                          and Glimcher Development Corporation in the amount of
                          twenty one million five hundred thousand dollars
                          ($21,500,000). (17)
                 10.102   First  Amendment to Second Amended and Restated Loan Agreement dated as of June 17, 1999 between
                          Glimcher  Properties  Limited  Partnership,  Glimcher  Realty Trust,  Glimcher Properties,  The
                          Huntington National Bank ("HNB"),  KeyBank National Association  ("KeyBank"),  Firstar,  N.A.
                          ("Firstar"),  The Provident Bank ("Provident"), National City Bank ("National City"),  Bankers Trust
                          Company ("Bankers Trust"), PNC Bank National  Association  ("PNC"),  FirstMerit Bank N. A. ("FirstMerit"),
                          and First Union National Bank ("First Union"). (17)
                 10.103   Form of Substitute Revolving Note for each of the nine
                          individual notes, dated as of June 17, 1999, executed
                          by Glimcher Properties Limited Partnership and issued
                          to the following entities in the following amounts:
                          (17)
                    a.       HNB in the amount of $30.0 million.
                    b.       KeyBank in the amount of $30.0 million.
                    c.       Firstar in the amount of $20.0 million.
                    d.       Provident in the amount of $10.0 million.
                    e.       National City in the amount of $20.0 million.
                    f.       Bankers Trust in the amount of $25.0 million.
                    g.       PNC in the amount of $10.0 million.
                    h.       FirstMerit in the amount of $10.0 million.
                    i.       First Union in the amount of $15.0 million

                 10.105   Form of Guaranty for each of the nine individual  guarantees,  dated as of June 17, 1999 and issued by
                          Glimcher  Realty Trust to the following  entities in the following amounts: (17)
                    a.       HNB to the extent of $30.0 Million.
                    b.       KeyBank to the extent of $30.0 million.
                    c.       Firstar to the extent of $20.0 million.
                    d.       Provident to the extent of $10.0 million.
                    e.       National City to the extent of $20.0 million.
                    f.       Bankers Trust to the extent of $25.0 million.
                    g.       PNC to the extent of $10.0 million.
                    h.       First Merit to the extent of $10.0 million.
                    i.       First Union to the extent of $15.0 million.

                 10.106   Executed Form of Modification of Indebtedness Secured
                          by Open-ended Mortgage, Assignment of Rents and
                          Security Agreement for each of the three individual
                          mortgages, dated as of June 17, 1999 and issued by
                          Glimcher Properties Limited Partnership. (17)
                 10.107   Security Agreement - Interest Rate Protection  Contract dated as of June 17, 1999,  executed by Glimcher
                          Properties Limited Partnership in favor of Huntington as Administrative Agent for the lenders. (17)
                 10.108   Mortgage, Security Agreement and Financing Statement by Glimcher Properties Limited Partnership to
                          Jackson National Life Insurance dated as of June 28, 1999. (18)
                 10.109   Deed of Trust,  Security  Agreement,  Fixture Filing and Financing  Statement by Glimcher Properties
                          Limited Partnership to Jackson National Life Insurance dated as of June 28, 1999. (18)
                 10.110   Mortgage,  Security Agreement Fixture Filing and Financing  Statement by Glimcher  Properties Limited
                          Partnership to Jackson National Life Insurance dated as of June 28, 1999. (18)
                 10.111   Deed of Trust,  Security  Agreement,  Fixture Filing and Financing  Statement by Glimcher Properties
                          Limited Partnership to Jackson National Life Insurance dated as of June 28, 1999. (18)
                 10.112   Deed of Trust,  Security  Agreement,  Fixture Filing and Financing  Statement by Glimcher Properties
                          Limited Partnership to Jackson National Life Insurance dated as of June 28, 1999. (18)
                 10.113   Promissory Note dated as of June 28, 1999, issued by Glimcher Properties Limited Partnership in the
                          amount of ninety million dollars ($90,000,000). (18)
</TABLE>

                                       39
<PAGE>
<TABLE>

<S>              <C>      <C>
                 10.114   Deed to Secure Debt and Security Agreement by Glimcher Properties Limited Partnership to Jackson National
                          Life Insurance dated as of October 12, 1999. (18)
                 10.115   Employment Agreement by and between GRT and William G. Cornely, dated December 1, 2000. (18)
                 10.116   Employment Agreement by and between GDC and P. Martin Yates, dated January 3, 2000. (18)
                 10.117   Employment Agreement by and between GDC and Scott McCarthy, dated October 1, 2000. (18)
                 10.118   Severance Benefits Agreement by and between GPLP and P. Martin Yates, dated February 1, 2000. (18)
                 10.119   Severance Benefits Agreement by and between GPLP and Scott McCarthy, dated October 1, 2000. (18)
                 10.120   Consolidated,  Amended and Restated Note dated as of June 30, 2000,  issued by Glimcher  Properties
                          Limited  Partnership in the amount of One hundred twenty seven million five hundred thousand dollars
                          ($127,500,000). (18)
                 10.121   Indenture of Mortgage, Deed of Trust, Security Agreement,  Financing Statement,  Fixture Filing and
                          Assignment of Leases and Rents by Glimcher Properties Limited Partnership to Prudential Securities Credit
                          Corporation, LLC dated as of July 30, 2000. (18)
                 10.122   Promissory Note dated as of October 16, 2000, issued by Glimcher Properties Limited Partnership in the
                          amount of eight million dollars ($8,000,000). (18)
                 10.123   Mortgage and Security Agreement by Glimcher Westpark Plaza, LLC to Lehman Brothers Bank, FSB dated as
                          of August 2, 2001.
                 10.124   Promissory Note dated as of August 2, 2001, issued by
                          Glimcher Westpark Plaza, LLC in the amount of two
                          million five hundred thirty eight thousand dollars
                          ($2,538,000).
                 10.125   Deed of Trust, Security Agreement, by Shady Springs Plaza, LLC to Lehman Brothers Bank, FSB dated as of
                          August 2, 2001.
                 10.126   Promissory Note dated as of August 2, 2001, issued by
                          Shady Springs Plaza, LLC in the amount of two million
                          nine hundred eighty five dollars ($2,985,000).
                 10.127   Open-end Mortgage and Security Agreement by New Boston Mall, LLC to Lehman Brothers Bank, FSB dated as
                          of August 2, 2001.
                 10.128   Promissory Note dated as of August 2, 2001, issued by
                          New Boston Mall, LLC in the amount of three million
                          eight hundred thousand dollars ($3,800,000).
                 10.129   Mortgage and Security Agreement by Morningside Plaza,
                          LLC to Lehman Brothers Bank, FSB dated as of August 2,
                          2001.
                 10.130   Promissory Note dated as of August 2, 2001, issued by
                          Morningside Plaza, LLC in the amount of two million
                          six hundred fifty dollars ($2,650,000).
                 10.131   Open-end Mortgage and Security Agreement by East
                          Pointe Venture, LLC to Lehman Brothers Bank, FSB dated
                          as February 8, 2001.
                 10.132   Promissory Note dated as of February 8, 2001, issued
                          by East Pointe Venture, LLC in the amount of five
                          million nine hundred fifty thousand dollars
                          ($5,950,000).
                 10.133   Open-end Mortgage and Security Agreement by Mount
                          Vernon Venture, LLC to Lehman Brothers Bank, FSB dated
                          as of January 16, 2001.
                 10.134   Promissory Note dated as of January 16, 2001, issued
                          by Mount Vernon Venture, LLC in the amount of nine
                          million three hundred thousand dollars ($9,300,000).
                 10.135   Open-end Mortgage and Security Agreement by Loyal Plaza Venture, L.P. to Lehman Brothers Bank,
                          FSB dated as of May 31, 2001.
                 10.136   Promissory Note dated as of May 31, 2001, issued by Loyal Plaza Venture, L.P. in the amount of fourteen
                          million dollars ($14,000,000).
                 10.137   Open-end Mortgage and Security Agreement by Meadowview
                          Square, LLC to Lehman Brothers Bank, FSB dated as of
                          February 14, 2001.
                 10.138   Promissory Note dated as of February 14, 2001, issued
                          by Meadowview Square, LLC in the amount of seven
                          million five hundred fifty thousand dollars
                          ($7,550,000).
                 10.139   Open-end Mortgage and Security Agreement by River Valley Venture, LLC to Lehman Brothers Bank, FSB
                          dated as of April 17, 2001.
                 10.140   Promissory Note dated as of April 17, 2001, issued by
                          River Valley Venture, LLC in the amount of eight
                          million five hundred seventy five thousand dollars
                          ($8,575,000).
</TABLE>

                                       40
<PAGE>

<TABLE>
<S>      <C>     <C>
                 10.141   First  Amendment to Third Amended and Restated Loan Agreement  among The Huntington  National Bank,
                          KeyBank  National  Association and LaSalle Bank, N.A. dated as of August 1, 2001.
                 10.142   Substitute Revolving Note dated as of August 1, 2001, issued by LaSalle Bank N.A. in the amount of
                          $20,000,000.
                 10.143   Substitute Revolving Note dated as of August 1, 2001,
                          issued by KeyBank National Association in the amount
                          of $30,000,000.
                 10.144   Substitute Revolving Note dated as of August 1, 2001, issued by The Huntington National Bank in the
                          amount of $30,000,000.
                 10.145   Substitute Revolving Note dated as of August 1, 2001, issued by Bankers Trust Company in the amount of
                          $20,000,000.
                 10.146   Mortgage, Security Agreement, Absolute Assignment of
                          Leases and Rents and Fixture Filing by Glimcher
                          Northtown Venture, LLC to Bankers Trust Company dated
                          as of August 30, 2001.
                 10.147   Senior Promissory Note dated as of August 30, 2001,
                          issued by Glimcher Northtown Venture, LLC in the
                          amount of thirty one million dollars ($31,000,000).
                 10.148   Junior Mortgage, Security Agreement, Absolute
                          Assignment of Leases and Rents and Fixture Filing by
                          Glimcher Northtown Venture, LLC to Bankers Trust
                          Company dated as of August 30, 2001.
                 10.149   Junior Promissory Note dated as of August 30, 2001,
                          issued by Glimcher Northtown Venture, LLC in the
                          amount of nine million dollars ($9,000,000).
                 10.150   Mortgage and Security Agreement by Barren River Plaza, LLC to Lehman Brothers Bank, FSB dated as of
                          December 20, 2001.
                 10.151   Promissory Note dated as of December 20, 2001, issued
                          by Barren River Plaza, LLC in the amount of seven
                          million nine hundred thousand dollars ($7,900,000).
                 10.152   Fee and Leasehold Deed of Trust and Security Agreement
                          by Glimcher Lloyd Center, LLC to Lehman Brothers Bank,
                          FSB dated as of October 12, 2001.
                 10.153   Promissory Note dated as of October 12, 2001, issued
                          by Glimcher Lloyd Center, LLC in the amount of one
                          hundred thirty million dollars ($130,000,000).
                 10.154   Mortgage, Assignment of Leases and Rents, Security
                          Agreement, and Fixture Filing by Glimcher Ashland
                          Venture, LLC to KeyBank National Association dated as
                          of October 12, 2001.
                 10.155   Promissory Note dated as of October 12, 2001 issued by
                          Glimcher Ashland Venture, LLC in the amount of twenty
                          seven million dollars ($27,000,000).
                    21.1  Subsidiaries of the Registrant
                    23.1  Consent of Independent Accountants

         (1)    Incorporated by reference to GRT's Annual Report on Form 10-K
                for the fiscal year ended December 31, 1994, filed with the
                Securities and Exchange Commission on March 21, 1995.
         (2)    Incorporated by reference to GRT's Registration Statement No. 33-69740.
         (3)    Incorporated by reference to GRT's Form 8-K filed with the Securities and Exchange Commission on July 26, 1995.
         (4)    Incorporated by reference to GRT's Form 8-K filed with the Securities and Exchange Commission on December 13, 1995.
         (5)    This exhibit is filed for EDGAR filing purposes only.
         (6)    Incorporated by reference to GRT's Form 8-K filed with the
                Securities and Exchange Commission on November 7, 1996.
         (7)    Incorporated by reference to GRT's Annual Report Form 10-K for
                the fiscal year ended December 31, 1996,
                filed with the Securities and Exchange  Commission on March 25, 1997.
         (8)    Incorporated by reference to GRT's Form 8-K filed with the Securities and Exchange Commission on February 5, 1997.
         (9)    Incorporated by reference to GRT's Form 8-K filed with the Securities and Exchange Commission on June 23, 1997.
        (10)    Incorporated by reference to GRT's Form 8-K filed with the Securities and Exchange Commission on November 4, 1997.
        (11)    Incorporated by reference to GRT's Form 8-K filed with the Securities and Exchange Commission on November 14, 1997.
</TABLE>




                                       41
<PAGE>

        (12)    Incorporated by reference to GRT's Form 8-K filed with the
                Securities and Exchange Commission on December 31, 1997.
        (13)    Incorporated by reference to GRT's Annual Report Form 10-K for
                the fiscal year ended December 31, 1997, filed with the
                Securities and Exchange Commission on March 31, 1998.
        (14)    Incorporated by reference to GRT's Quarterly Report Form 10-Q
                for the period ended June 30, 1998, filed with the Securities
                and Exchange Commission on August 11, 1998.
        (15)    Incorporated by reference to GRT's Annual Report Form 10-K for
                the Fiscal year ended December 31, 1998, filed with the
                Securities and Exchange Commission on March 30, 1999.
        (16)    Incorporated by reference to GRT's Quarterly Report Form 10-Q
                for the period ended March 31, 1999, filed with the Securities
                and Exchange Commission on May 14, 1999.
        (17)    Incorporated by reference to GRT's Quarterly Report Form 10-Q
                for the period ended June 30, 1999, filed with the Securities
                and Exchange Commission on August 12, 1999.
        (18)    Incorporated by reference to GRT's Annual Report Form 10-K for
                the fiscal year ended December 31, 2000, filed with the
                Securities and Exchange Commission on March 16, 2001.

(b)      REPORTS ON FORM 8-K
                None



































                                       42
<PAGE>







                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                             GLIMCHER REALTY TRUST
                             /s/ Herbert Glimcher
                             --------------------------------------------------
                             Herbert Glimcher
                             Chairman of the Board and Chief Executive Officer
                             March 5, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been executed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S>                                                   <C>                                         <C>
/s/ Herbert Glimcher                                        Chairman of the Board,                March 5, 2002
--------------------------------------------------    Chief Executive Officer (Principal
Herbert Glimcher                                        Executive Officer) and Trustee


/s/ Michael P. Glimcher                                      President and Trustee               March 5, 2002
--------------------------------------------------
Michael P. Glimcher
                                                           Executive Vice President,
/s/ William G. Cornely                                     Chief Operating Officer,              March 5, 2002
--------------------------------------------------    Chief Financial Officer, Treasurer
William G. Cornely                                                   and Trustee


/s/ George A. Schmidt                                     Executive Vice President,              March 5, 2002
--------------------------------------------------        General Counsel, Secretary
George A. Schmidt                                                    and Trustee


/s/ Wayne S. Doran                                         Member, Board of Trustees             March 5, 2002
--------------------------------------------------
Wayne S. Doran

/s/ Philip G. Barach                                       Member, Board of Trustees             March 5, 2002
--------------------------------------------------
Philip G. Barach


/s/ Oliver Birckhead                                       Member, Board of Trustees             March 5, 2002
--------------------------------------------------
Oliver Birckhead


/s/ David J. Glimcher                                      Member, Board of Trustees             March 5, 2002
--------------------------------------------------
David J. Glimcher


/s/ Janice Page                                            Member, Board of Trustees             March 5, 2002
--------------------------------------------------
Janice Page


/s/ Alan R. Weiler                                         Member, Board of Trustees             March 5, 2002
--------------------------------------------------
Alan R. Weiler


/s/ Harvey Weinberg                                        Member, Board of Trustees             March 5, 2002
--------------------------------------------------
Harvey Weinberg
</TABLE>



                                       43


<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS





To the Board of Trustees and Shareholders
  of Glimcher Realty Trust:

In our opinion, the accompanying consolidated financial statements listed in the
index appearing under Item 14 (a) (1) on pages 33 and 34 present fairly, in all
material respects, the financial position of Glimcher Realty Trust and its
subsidiaries (the "Company") at December 31, 2001 and 2000, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States of America. In addition, in our opinion, the
financial statement schedules listed in the index appearing under Item 14 (a)
(2) on page 34 present fairly, in all material respects, the information set
forth therein when read in conjunction with the related consolidated financial
statements. These financial statements and the financial statement schedules are
the responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements and the financial statement schedules
based on our audits. We conducted our audits of these statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

As discussed in Note 2 to the financial statements, effective January 1, 2001
the Company changed its method of accounting for derivatives.




PricewaterhouseCoopers LLP


Columbus, Ohio
February 21, 2002




                                       44
<PAGE>

<TABLE>
<CAPTION>

                              GLIMCHER REALTY TRUST

                           CONSOLIDATED BALANCE SHEETS
           (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PAR VALUE AMOUNTS)

                                     ASSETS

                                                                                        DECEMBER 31,
                                                                                        ------------
                                                                                2001                 2000
                                                                                ----                 ----
Investment in real estate:
<S>                                                                           <C>                <C>
   Land ...................................................................   $   216,795        $   187,282
   Buildings, improvements and equipment ..................................     1,591,624          1,383,402
   Developments in progress ...............................................        29,747             12,804
                                                                              -----------        -----------
                                                                                1,838,166          1,583,488
   Less accumulated depreciation ..........................................       288,485            225,482
                                                                              -----------        -----------
     Net property and equipment ...........................................     1,549,681          1,358,006
   Investment in unconsolidated real estate entities ......................        48,001            137,691
                                                                              -----------        -----------
     Net investment in real estate ........................................     1,597,682          1,495,697
                                                                              -----------        -----------

Cash and cash equivalents .................................................         8,709              5,414
Cash in escrow ............................................................        58,528             19,919
Tenant accounts receivable, net ...........................................        65,275             48,429
Deferred expenses, net ....................................................        25,589             16,373
Prepaid and other assets ..................................................         2,736              3,713
                                                                              -----------        -----------
                                                                              $ 1,758,519        $ 1,589,545
                                                                              ===========        ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Mortgage notes payable ....................................................   $ 1,083,741        $   906,066
Notes payable .............................................................       163,000            163,400
Accounts payable and accrued expenses .....................................        67,329             41,919
Distributions payable .....................................................        18,970             18,644
                                                                              -----------        -----------
                                                                                1,333,040          1,130,029
                                                                              -----------        -----------
Commitments and contingencies

Minority interest in operating partnership ................................        28,954             29,569
                                                                              -----------        -----------

Redeemable preferred shares:
   Series A-1 and Series D convertible preferred shares of
     beneficial interest, $0.01 par value, 90,000 shares
     issued and outstanding as of December 31, 2000 .......................                          90,000
                                                                                                -----------

Shareholders' equity:
   Series B cumulative preferred shares of beneficial interest, $0.01
     par value, 5,118,000 shares issued and outstanding ...................       127,950            127,950
   Common shares of beneficial interest, $0.01 par value, 30,093,231
     and 23,821,652 shares issued and outstanding as of
     December 31, 2001 and 2000, respectively .............................           301                238
  Additional paid-in capital ..............................................       441,696            355,430
  Distributions in excess of accumulated earnings .........................      (166,956)          (143,671)
  Accumulated other comprehensive (loss) income ...........................        (6,466)
                                                                              -----------        -----------
                                                                                  396,525            339,947
                                                                              -----------        -----------
                                                                              $ 1,758,519        $ 1,589,545
                                                                              ===========        ===========
</TABLE>




         The accompanying notes are an integral part of these consolidated
financial statements.


                                       45
<PAGE>

<TABLE>
<CAPTION>


                             GLIMCHER REALTY TRUST

        CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
               (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                                                    FOR THE YEARS ENDED DECEMBER 31,
                                                                                    --------------------------------
                                                                                2001              2000            1999
                                                                                ----              ----            ----
<S>                                                                          <C>               <C>             <C>
Revenues:
     Minimum rents ....................................................      $ 180,231         $163,149        $ 155,272
     Percentage rents .................................................          7,296            7,538            7,356
    Tenant reimbursements .............................................         76,979           62,723           54,652
    Other .............................................................         25,902           16,579           14,541
                                                                             ---------         --------        ---------
       Total revenues .................................................        290,408          249,989          231,821
                                                                             ---------         --------        ---------
Expenses:
     Real estate taxes ................................................         29,741           22,232           21,032
     Property operating expenses ......................................         53,932           45,282           40,556
                                                                                               --------        ---------
                                                                                83,673           67,514           61,588
    Provision for doubtful accounts ...................................          7,047            2,780            2,635
    Other operating expenses ..........................................          8,143            2,922            2,714
    Write-off of development cost .....................................          3,208
    Depreciation and amortization .....................................         60,230           47,446           41,557
    General and administrative ........................................         11,243           10,205            9,417
                                                                             ---------         --------        ---------
       Total expenses .................................................        173,544          130,867          117,911
                                                                             ---------         --------        ---------

       Operating income ...............................................        116,864          119,122          113,910

(Loss) gain on sales of properties ....................................           (610)           4,358              (12)
Interest income .......................................................          1,202            2,341            1,534
Interest expense ......................................................         89,866           85,670           66,873
Equity in income (loss) of unconsolidated entities ....................          2,044            3,607           (4,570)
Minority interest in operating partnership ............................          3,519            2,365            2,316
                                                                             ---------         --------        ---------
Income before extraordinary item and cumulative effect of
  accounting change ...................................................         26,115           41,393           41,673
Extraordinary item:  Early extinguishment of debt .....................          1,299              443              545
                                                                             ---------         --------        ---------
Income before cumulative effect of accounting change ..................         24,816
    Cumulative effect of accounting change ............................            116
                                                                             ---------         --------        ---------
       Net income .....................................................         24,700           40,950           41,128
Less: Preferred stock dividends .......................................         15,777           22,469           21,620
Add: Discount on redemption of preferred stock ........................         22,440
                                                                             ---------         --------        ---------

       Net income available to common shareholders ....................      $  31,363         $ 18,481        $  19,508
                                                                             =========         ========        =========

EPS before extraordinary item and cumulative effect of
  accounting change (basic) ...........................................      $    1.18         $   0.79        $    0.84
Extraordinary item and cumulative effect of accounting change .........      $    0.05         $   0.02        $    0.02
EPS (basic) ...........................................................      $    1.14         $   0.78        $    0.82

EPS before extraordinary item and cumulative effect of
  accounting change (diluted) .........................................      $    1.17         $   0.79        $    0.84
Extraordinary item and cumulative effect of accounting change .........      $    0.05         $   0.02        $    0.02
EPS (diluted) .........................................................      $    1.12         $   0.78        $    0.82

Cash distributions declared per common share of beneficial interest ...      $  1.9232         $ 1.9232        $  1.9232
                                                                             =========         ========        =========

Comprehensive Income:
      Net income ......................................................      $  24,700         $ 40,950        $  41,128
      Other comprehensive income (loss) on derivative instruments .....         (6,466)
                                                                             ---------         --------        ---------
      Comprehensive income ............................................      $  18,234         $ 40,950        $  41,128
                                                                             =========         ========        =========
</TABLE>

         The accompanying notes are an integral part of these consolidated
financial statements.


                                       46
<PAGE>
<TABLE>
<CAPTION>
                                                        GLIMCHER REALTY TRUST


                                           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                        FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999
                                     (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)


                                                   SERIES A-1 AND D      SERIES B        COMMON SHARES OF
                                                     CONVERTIBLE        CUMULATIVE     BENEFICIAL INTEREST          ADDITIONAL
                                                      PREFERRED          PREFERRED    ---------------------           PAID-IN
                                                        SHARES             SHARES       SHARES        AMOUNT          CAPITAL
                                                    ---------------    ------------   ---------      --------         -------
<S>                                                 <C>                 <C>           <C>           <C>              <C>
Balance, December 31, 1998 .......................   $  90,000           $ 127,950     23,711,098    $   237          $353,117
  Distributions declared, $1.9232 per share
  Proceeds from Distribution Reinvestment ........
     and Share Purchase Plan .....................                                         31,875          1               501
  401(k) Shares issued ...........................                                         14,728                          229
  OP unit conversion .............................                                          7,178                          115
  Preferred stock dividends declared
  Net income
  Transfer to minority interest in partnership ...                                                                        (106)
                                                     ---------           ---------    -----------    -------          --------
Balance, December 31, 1999 .......................      90,000             127,950     23,764,879        238           353,856

Distributions declared, $1.9232 per share ........
  Distribution Reinvestment and Share Purchase Plan                                        35,516                          483
Exercise of stock options .........................                                         3,000                           37
  401(k) Shares issued ............................                                        18,257                          248
  Preferred stock dividends declared ..............
  Net income ......................................
  Transfer from minority interest in partnership ..                                                                        806
                                                     ---------           ---------    -----------    -------          --------
Balance, December 31, 2000 ........................     90,000             127,950     23,821,652        238           355,430

  Distributions declared, $1.9232 per share .......
  Distribution Reinvestment and Share Purchase Plan                                        34,201                          525
  Exercise of stock options .......................                                       265,070          3             4,760
  401(k) Shares issued ............................                                        11,646                          208
  OP unit conversion ..............................                                        35,662          1               667
  Issuance of Shares from public offering .........                                     5,925,000         59            83,649
  Preferred stock dividends declared ..............
  Redemption of preferred equity ..................    (90,000)
  Net income ......................................
  Other comprehensive income (loss) on derivative
     instruments .................................

  Transfer from minority interest in partnership .                                                                      (3,543)
                                                     ---------           ---------    -----------    -------          --------
Balance, December 31, 2001 .......................   $                   $ 127,950     30,093,231    $   301          $441,696
                                                     =========           =========    ===========    =======          ========

<CAPTION>

                                                    DISTRIBUTIONS
                                                     IN EXCESS OF   ACCUMULATED OTHER
                                                     ACCUMULATED      COMPREHENSIVE
                                                       EARNINGS       INCOME/(LOSS)          TOTAL
                                                       --------       -------------          -----

<S>                                                  <C>              <C>               <C>
Balance, December 31, 1998 ........................   $ (90,229)       $    --           $ 481,075
  Distributions declared, $1.9232 per share .......     (45,663)                           (45,663)
  Proceeds from Distribution Reinvestment
     and Share Purchase Plan ......................                                            502
  401(k) Shares issued ............................                                            229
  OP unit conversion ..............................                                            115
  Preferred stock dividends declared ..............     (21,620)                           (21,620)
  Net income ......................................      41,128                             41,128
  Transfer to minority interest in partnership                                                (106)
                                                      ---------        --------          ---------
Balance, December 31, 1999 ........................    (116,384)                           455,660

Distributions declared, $1.9232 per share .........     (45,768)                           (45,768)
  Distribution Reinvestment and Share Purchase Plan                                            483
Exercise of stock options .........................                                             37
  401(k) Shares issued ............................                                            248
  Preferred stock dividends declared ..............     (22,469)                           (22,469)
  Net income ......................................      40,950                             40,950
  Transfer from minority interest in partnership ..                                            806
                                                      ---------        --------          ---------
Balance, December 31, 2000 ........................    (143,671)                           429,947

  Distributions declared, $1.9232 per share .......     (54,648)                           (54,648)
  Distribution Reinvestment and Share Purchase Plan                                            525
  Exercise of stock options .......................                                          4,763
  401(k) Shares issued ............................                                            208
  OP unit conversion ..............................                                            668
  Issuance of Shares from public offering .........                                         83,708
  Preferred stock dividends declared ..............     (15,777)                           (15,777)
  Redemption of preferred equity ..................                                        (90,000)
  Net income ......................................      47,140                             47,140
  Other comprehensive income (loss) on derivative
     instruments ..................................                      (6,466)            (6,466)
  Transfer from minority interest in partnership                                            (3,543)
                                                      ---------        --------          ---------
Balance, December 31, 2001                            $(166,956)       $ (6,466)         $ 396,525
                                                      =========        ========          =========

</TABLE>



         The accompanying notes are an integral part of these consolidated
financial statements.



                                       47
<PAGE>


<TABLE>
<CAPTION>
                                                        GLIMCHER REALTY TRUST

                                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       (DOLLARS IN THOUSANDS)

                                                                                             FOR THE YEARS ENDED DECEMBER 31,
                                                                                      ---------------------------------------------
                                                                                          2001              2000             1999
                                                                                          ----              ----             ----
<S>                                                                                   <C>               <C>               <C>
Cash flows from operating activities:
 Net income ..................................................................        $  24,700         $  40,950         $  41,128
 Adjustments to reconcile net income to net cash provided
   by operating activities:
      Provision for doubtful accounts ........................................            7,047             2,780             2,635
      Depreciation and amortization ..........................................           60,230            47,446            41,556
      Loan fee amortization ..................................................            4,784             4,889             2,541
      Equity in (income) loss of unconsolidated entities .....................           (2,044)           (3,607)            4,570
     Capitalized development costs charged to expense ........................            5,670
     Minority interest in partnership ........................................            3,519             2,365             2,316
     Cumulative effect of accounting change ..................................              116
      Loss (gain) on sales of properties/outparcels ..........................              610            (4,358)               12
      Extraordinary loss on long term debt extinguishment ....................            1,099               443               545
Net changes in operating assets and liabilities:
      Tenant accounts receivable, net ........................................          (15,162)          (13,743)           (6,746)
      Prepaid and other assets ...............................................            1,803             2,701               433
      Accounts payable and accrued expenses ..................................           10,392            (4,698)            8,130
                                                                                      ---------         ---------         ---------

        Net cash provided by operating activities ............................          102,764            75,168            97,120
                                                                                      ---------         ---------         ---------

Cash flows from investing activities:
 Additions to investment in real estate ......................................          (37,558)          (22,959)          (25,334)
(Investment in) proceeds from unconsolidated entities ........................           (1,648)           (8,493)           13,570
 Proceeds from sales of properties ...........................................           35,799            41,431            17,890
 (Payments to) withdrawals from cash in escrow ...............................          (38,183)            4,634           (13,121)
 Additions to deferred expenses ..............................................          (16,292)          (11,488)           (5,626)
                                                                                      ---------         ---------         ---------

        Net cash (used in) provided by investing activities ..................          (57,882)            3,125           (12,621)
                                                                                      ---------         ---------         ---------

Cash flows from financing activities:
 (Payments to) proceeds from revolving line of credit, net ...................             (400)           38,400           (38,000)
 Proceeds from issuance of mortgages and notes payable .......................          387,362           207,686           217,825
 Principal payments on mortgage and notes payable ............................         (372,687)         (249,956)         (196,641)
 Proceeds from issuance of common shares of beneficial
   interest, net of underwriting and other offering costs of $723 ............           83,708
 Redemption of preferred shares ..............................................          (67,560)
 Net proceeds from other issuance of shares ..................................            4,283               520               501
 Cash distributions ..........................................................          (76,293)          (78,568)          (68,094)
                                                                                      ---------         ---------         ---------

        Net cash used in financing activities ................................          (41,587)          (81,918)          (84,409)
                                                                                      ---------         ---------         ---------

Net change in cash and cash equivalents ......................................            3,295            (3,625)               90

Cash and cash equivalents, at beginning of period ............................            5,414             9,039             8,949
                                                                                      ---------         ---------         ---------

Cash and cash equivalents, at end of period ..................................        $   8,709         $   5,414         $   9,039
                                                                                      =========         =========         =========


</TABLE>


         The accompanying notes are an integral part of these consolidated
financial statements.

                                       48
<PAGE>

                              GLIMCHER REALTY TRUST

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

1.       ORGANIZATION AND BASIS OF PRESENTATION

Organization

         Glimcher Realty Trust (the "Company" or "GRT") is a fully-integrated,
self-administered and self-managed Maryland real estate investment trust
("REIT"), which owns, leases, manages and develops a portfolio of retail
properties (the "Property" or "Properties") consisting of regional malls
("Malls") and community shopping centers (including single tenant retail
properties) ("Community Centers"). At December 31, 2001, the Company managed and
leased a total of 102 Properties, 94 of which were wholly owned and eight of
which were partially owned in joint ventures, consisting of 23 Malls and 79
Community Centers.

Basis of Presentation

         The accompanying consolidated financial statements include the accounts
of Glimcher Realty Trust (the "Company" or "GRT"), Glimcher Properties Limited
Partnership (the "Operating Partnership"), (90.4% and 88.6% owned by GRT at
December 31, 2001 and December 31, 2000, respectively) of which Glimcher
Properties Corporation, a Delaware corporation and a wholly owned subsidiary of
GRT, is sole general partner, six Delaware limited partnerships (Glimcher
Holdings Limited Partnership, Glimcher Centers Limited Partnership, Grand
Central Limited Partnership, Glimcher York Associates Limited Partnership,
Glimcher University Mall Limited Partnership and Montgomery Mall Associates
Limited Partnership), 19 Delaware limited liability companies (Glimcher
Northtown Venture, LLC, Weberstown Mall, LLC, Glimcher Lloyd Center, LLC,
Georgesville Square, LLC, Johnson City Venture, LLC, Meadowview Square, LLC,
Mount Vernon Venture, LLC, East Pointe Venture, LLC, River Valley Venture, LLC,
Elizabeth MetroMall, LLC, Glimcher Westpark Plaza, LLC, Morningside Plaza, LLC,
New Boston Mall, LLC, Shady Springs Plaza, LLC, Southside Mall, LLC, Glimcher
Linden Corners, LLC, Glimcher Ashland Venture, LLC, Glimcher River Valley Mall,
LLC and Barren River Plaza, LLC), one Colorado limited liability company (Olathe
Mall, LLC), one Ohio limited partnership (Morgantown Mall Associates Limited
Partnership) and one Pennsylvania limited partnership (Loyal Plaza Venture
Limited Partnership), all of which are owned directly or indirectly and
controlled by GRT. The Operating Partnership has an investment in several joint
ventures which are accounted for under the equity method. Inter-entity balances
and transactions have been eliminated in consolidation. Glimcher Development
Corporation ("GDC") provides development, construction, leasing and legal
services to the Company, ventures in which the Company has an ownership interest
and to third parties. Until December 31, 2000, GDC was a non-qualified REIT
subsidiary accounted for under the equity method. Effective January 1, 2001, GRT
has elected for GDC to be a taxable REIT subsidiary, as permitted by the Tax
Relief Extension Act of 1999, and it is included in the consolidated financial
statements of the Company from that date.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Investment in Real Estate

         Real estate assets, including acquired assets, are stated at cost.
Costs incurred for the development, construction and improvement of Properties
are capitalized, including direct costs incurred by GRT for these activities.
Interest and real estate taxes incurred during construction periods are
capitalized and amortized on the same basis as the related assets.

         Depreciation expense is computed using the straight-line method and
estimated useful lives for building and improvements of 40 years and equipment
and fixtures of five to 10 years. Expenditures for leasehold improvements and
construction allowances paid to tenants are capitalized and amortized over the
term of each lease. Maintenance and repairs are charged to expense when
incurred.

         Management evaluates the recoverability of its investment in real
estate assets in accordance with Statement of Financial Accounting Standards
("SFAS") No. 121, "Accounting for Impairment of Long-Lived Assets and Long-Lived
Assets To Be Disposed Of." This statement requires that long-lived assets be
reviewed for impairment whenever events or changes in circumstances indicate
that recoverability of the asset is not assured. Management's assessment of
recoverability of its real estate assets under this statement includes, but is
not limited to, recent operating results, expected net operating cash flow and
management's plans for future operations.




                                       49
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

         The Company recognizes property sales in accordance with SFAS No. 66,
"Accounting for Sales of Real Estate." The Company generally records the sales
of operating properties and outparcels using the full accrual method at closing
when the earnings process is deemed to be complete. Sales not qualifying for
full recognition at the time of sale are accounted for under other appropriate
deferral methods.

Cash and Cash Equivalents

         For purposes of the statements of cash flows, all highly liquid
investments purchased with original maturities of three months or less are
considered to be cash equivalents. At December 31, 2001 and 2000, cash and cash
equivalents primarily consisted of overnight purchases of debt securities. The
carrying amounts approximate fair value.

Cash in Escrow

         Cash in escrow consists primarily of cash held for real estate taxes,
insurance and Property reserves for maintenance and expansion or leasehold
improvements as required by certain of the loan agreements. At December 31,
2001, the Company also held $40,000 of restricted cash in connection with the
defeasance of a mortgage note payable.

Deferred Expenses

         Deferred expenses consist principally of financing fees, leasing
commissions paid to third parties and direct costs related to leasing
activities. These costs are amortized over the terms of the respective
agreements. Deferred expenses in the accompanying consolidated balance sheets
are shown net of accumulated amortization of $10,254 and $13,476 as of December
31, 2001 and 2000, respectively. During 2001, 2000 and 1999, the Company
expensed $1,299, $443 and $545, respectively, of unamortized financing fees in
connection with the early retirement of debt. Such amounts have been reported as
extraordinary items in the accompanying financial statements.

Derivative Financial Instruments

         Effective January 1, 2001, the Company adopted SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." Prior to 2001,
gains and losses related to interest rate swaps and caps, were recognized as an
adjustment to interest expense over the life of the agreements. Any premiums
paid were recorded as assets and amortized over the life of the underlying
derivative agreement.

Revenue Recognition

         Minimum rents are recognized on an accrual basis over the terms of the
related leases on a straight-line basis. Percentage rents, which are based on
tenants' sales, are recognized once the sales reported by such tenants exceed
any applicable breakpoints as specified in the tenants' leases. Recoveries from
tenants for taxes, insurance and other shopping center operating expenses are
recognized as revenues in the period the applicable costs are incurred. Other
revenues primarily consist of fee income, which, relates to property management
services and is recognized in the period in which the service is performed,
temporary tenant revenues which are recognized as earned and the proceeds from
sales of development land which are generally recognized at the closing date.

         An allowance for doubtful accounts has been provided against the
portion of tenant accounts receivable which is estimated to be uncollectible.
Tenant accounts receivable in the accompanying balance sheets are shown net of
an allowance for doubtful accounts of $3,416 and $1,345 as of December 31, 2001
and 2000, respectively.
<TABLE>
<CAPTION>

Interest Costs                                                                       YEAR ENDED DECEMBER 31,
                                                                                     -----------------------
                                                                          2001              2000                  1999
                                                                          ----              ----                  ----
<S>                                                                <C>                   <C>                   <C>
          Interest capitalized ...........................         $     4,130           $     2,149           $   5,823
          Interest expense ...............................              84,431                80,780              64,333
          Amortization of loan fees ......................               5,435                 4,890               2,540
                                                                   -----------           -----------           ---------
          Total interest costs ...........................         $    93,996           $    87,819           $  72,696
                                                                   ===========           ===========           =========
</TABLE>





                                       50
<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Investment in Unconsolidated Real Estate Entities

         The Company accounts for its investments in unconsolidated real estate
entities using the equity method of accounting whereby the cost of an investment
is adjusted for the Company's share of equity in net income or loss from the
date of acquisition and reduced by distributions received. The income or loss of
each investee is allocated in accordance with the provision of the applicable
operating agreements. The allocation provisions in these agreements may differ
from the ownership interest held by each investor. Differences between the
carrying amount of the Company's investment in the respective investees and the
Company's share of the underlying equity of such unconsolidated entities are
amortized over the respective lives of the underlying assets, as applicable.

Advertising Costs

         The Company promotes its Properties on behalf of its tenants through
various media. Advertising is expensed as incurred and the majority of the
advertising expense is recovered from the tenants through lease obligations. Net
advertising expense was $1,807, $676 and $1,164 for the years ended December 31,
2001, 2000 and 1999, respectively.

Income Taxes

         GRT files as a REIT under Sections 856-860 of the Internal Revenue Code
of 1986, as amended, (the "Code"). In order to qualify as a REIT, GRT is
required to distribute at least 90.0% of its ordinary taxable income to
shareholders and to meet certain asset and income tests as well as certain other
requirements. GRT will generally not be liable for federal income taxes,
provided it satisfies the necessary distribution requirements. Even as a
qualified REIT, the Company is subject to certain state and local taxes on its
income and property.

         The Company's subsidiary, GDC, which is a non-qualified REIT subsidiary
under Section 856 (I) of the Code. For federal income tax purposes, GDC is
treated as a separate entity and taxed as a regular C-Corporation. In accordance
with SFAS No. 109, "Accounting for Income Taxes" deferred tax assets and
liabilities are recognized for the estimated future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases, and operating
loss carryforwards of GDC. Deferred tax assets and liabilities are measured
using enacted tax rates in effect for the year in which those temporary
differences are expected to be recovered or settled.

         The 2001, 2000 and 1999 net tax operating loss carryforwards for GDC,
in the aggregate, are approximately $7,753, $9,446 and $9,091, respectively, and
expire during the years 2011 to 2021. The gross deferred tax assets were $3,101,
$3,779 and $3,636 at December 31, 2001, 2000 and 1999, respectively, and relate
principally to net operating losses of GDC. Gross deferred tax liabilities of
$2,054, $2,188 and $2,173 at December 31, 2001, 2000 and 1999, respectively,
relate primarily to the tax basis differences in capitalized development costs.
The deferred tax valuation allowance was $1,047, $1,591 and $1,463 at December
31, 2001, 2000 and 1999, respectively. The Company reserves for net deferred tax
assets when management believes it is more likely than not that they will not be
realized.

Minority Interest

         Minority interest represents the aggregate partnership interest in the
Operating Partnership held by the Operating Partnership limited partner unit
holders (the "Unit Holders"). Income allocated to minority interest is based on
the Unit Holders ownership percentage of the Operating Partnership. The
ownership percentage is determined by dividing the numbers of Operating
Partnership Units held by the Unit Holders by the total Operating Partnership
Units outstanding. The issuance of additional Shares or Operating Partnership
Units changes the percentage ownership of both the Unit Holders and the Company.
Since a Unit is generally redeemable for cash or Shares at the option of the
Company, it is deemed to be equivalent to a Share. Therefore, such transactions
are treated as capital transactions and result in an allocation between
shareholders' equity and minority interest in the accompanying balance sheets to
account for the change in the ownership of the underlying equity in the
Operating Partnership.

Supplemental Disclosure of Non-Cash Financing and Investing Activities

         Accounts payable of $3,527, $3,182 and $1,794 were accrued for real
estate improvements and other assets as of December 31, 2001, 2000 and 1999,
respectively. During the third quarter of 2000, the Company issued 260,583 new
Operating Partnership units with a value of $4.0 million in connection with the
Polaris Mall, LLC transaction.






                                       51
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

         Share distributions of $14,469, $11,451 and $11,425 and Operating
Partnership distributions of $1,534, $1,551 and $1,426 had been declared but not
paid as of December 31, 2001, 2000 and 1999, respectively. Series A-1
convertible preferred share distributions of $1,014 and $950 had been declared
but not paid as of December 31, 2000 and 1999, respectively. Series D
convertible preferred share distributions of $1,669 and $6,259 had been declared
but not paid as of December 31, 2000 and 1999, respectively. Series B cumulative
preferred share distributions of $2,959, $2,959 and $2,959 had been declared but
not paid as of December 31, 2001, 2000 and 1999, respectively.

         Amounts paid for interest were $88,479, $83,590 and $73,880 in 2001,
2000 and 1999, respectively. Amounts paid for state and local income taxes were
$640, $913 and $895 in 2001, 2000 and 1999, respectively.

Use of Estimates

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. For example, estimates are used to establish common area
maintenance, real estate tax and insurance tenant accounts receivable, and
accounts receivable reserves. The Company bases its estimates on changes in
Property occupancy, mix of tenants and industry trends of tenant credit risk.
Actual results could differ from those estimates.

New Accounting Pronouncements

         In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 142 is required to be applied starting with fiscal
years beginning after December 15, 2001. Goodwill and intangible assets acquired
after June 30, 2001 will be subject immediately to the provisions of this
statement. The Company has determined that SFAS No. 142 has no immediate impact
on its financial position or results of operations.

         In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143 requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred if a reasonable estimate of the fair value can be made. The
associated asset retirement costs are capitalized as part of the carrying amount
of the long-lived asset. SFAS No. 143 will be effective at the beginning of
2003. The Company is currently assessing, but has not yet determined the impact
of SFAS No. 143 on its financial position or results of operations.

         In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supersedes SFAS No.
121 and requires that long-lived assets that are to be disposed of by sale be
measured at the lower of book value or fair value less costs to sell. SFAS No.
144 retains the fundamental provisions of SFAS No. 121 for (a) recognition and
measurement of the impairment of long-lived assets to be held and used and (b)
measurement of long-lived assets to be disposed of by sale, but broadens the
definition of what constitutes a discontinued operation and how the results of a
discontinued operation are to be measured and presented. SFAS No. 144 will be
effective at the beginning of 2002. The Company is currently assessing, but has
not yet determined the impact of SFAS No. 144 on its financial position or
results of operations.

Reclassifications

         Certain reclassifications of prior period amounts, including the
presentation of the statements of operations, have been made in the financial
statements to conform to the 2001 presentation.



                                       52
<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>

3.       MORTGAGE NOTES PAYABLE AS OF DECEMBER 31, 2001 AND 2000 CONSIST OF THE FOLLOWING:

                                         CARRYING AMOUNT OF                           PAYMENT  PAYMENT AT     MATURITY
           DESCRIPTION                  MORTGAGE NOTES PAYABLE      INTEREST RATE      TERMS    MATURITY        DATE
-------------------------------------------------------------------------------------------------------------------------
                                        2001          2000         2001        2000
                                        ----          ----         ----        ----
<S>                                <C>             <C>             <C>         <C>     <C>       <C>       <C>
Grand Central L.P................  $   51,097      $  51,625       7.18%       7.18%     (b)     $46,065   Feb. 1, 2009
Glimcher Holdings L.P. - Loan B..      40,000         40,000       7.51%       7.51%     (a)       (p)        (p)
Morgantown Mall Associates L.P...      56,428         57,069       6.89%       6.89%     (b)       (c)        (c)
University Mall L.P..............      68,176         69,081       7.09%       7.09%     (b)       (d)         (d)
Northtown Mall, LLC..............      40,000         40,000        (e)         6.91%    (a)      40,000  Aug. 31, 2003
Montgomery Mall Associates L.P...      46,102         46,640       6.79%       6.79%     (b)        (f)        (f)
Weberstown Mall, LLC.............      20,044         20,235       7.43%       7.43%     (b)      19,033    May 1, 2006
Glimcher Lloyd Center, LLC.......     130,000        130,000        (g)         (g)      (a)     130,000  Nov. 10, 2003
Great Plains Metro Mall, LLC.....      42,000         42,000        (h)         (h)      (a)      42,000   Jul. 9, 2004
Johnson City Venture, LLC........      40,593         40,873       8.37%       8.37%     (b)      37,026   Jun. 1, 2010
Glimcher River Valley Mall, LLC..      38,000                      (i)                   (a)      38,000  Dec. 31, 2004
Glimcher Ashland Venture, LLC....      26,968                      7.25%                 (b)      21,817   Nov. 1, 2011
Elizabeth MetroMall, LLC.........     162,190                      8.20%                 (b)     161,489   May 31, 2002
Glimcher Properties L.P. Mortgage
   Notes Payable:
    Glimcher Properties L.P......      50,000         50,000       7.47%       7.47%     (a)      50,000  Oct. 26, 2002
    Glimcher Properties L.P......      85,503         87,534       8.46%       8.46%     (b)      63,346   Jul. 1, 2009
    Other Mortgage Notes.........      98,918         46,866        (j)         (j)      (b)      83,183       (k)
    Other Bridge Facilities......      60,093        147,180        (l)        (l)       (a)      60,093       (m)
    Tax Exempt Bonds.............      19,000         19,000       6.00%       6.00%     (n)      19,000   Nov. 1, 2028
    Construction Loans.......           8,629         17,963        (o)         (o)    (a) (b)     8,629   Apr. 1, 2002
                                 ------------    -----------
Total Mortgage Notes Payable.....  $1,083,741     $ 906,066
                                 =============   ===========
</TABLE>

(a)  The loan requires monthly payments of interest only.
(b)  The loan requires monthly payments of principal and interest.
(c)  The loan matures in September 2028, with an optional prepayment date in
     2008.
(d)  The loan matures in January 2028, with an optional prepayment date in
     2013.
(e)  Interest rate of LIBOR (capped at 6.00% until maturity) plus 350 basis
     points (5.62% at December 31, 2001).
(f)  The loan matures in August 2028, with an optional prepayment date
     in 2005.
(g)  Interest rate of LIBOR (ranging from 3.00% to 6.25%) plus 325 basis
     points (6.25% at December 31, 2001 and 7.96% at December 31, 2000).
(h)  Interest rate of LIBOR (capped at 8.00% until maturity) plus 355 basis
     points (5.45% at December 31, 2001 and 10.26% at December 31, 2000).
(i)  Interest rate equal to the greater of 5.00% or LIBOR plus 235 basis
     points  (5.00% at December 31, 2001).
(j)  Interest rates ranging from 7.15% to 8.75% at December 31, 2001 and
     7.88% to 8.75% at December 31, 2000.
(k)  Final maturity dates ranging from June 2002 to April 2016.
(l)  Interest rates ranging from LIBOR plus 600 basis points (8.14%) to 11.00%
     fixed at December 31, 2001 and 175 - 200 basis points (8.57% - 8.75%) to
     11.00% fixed at December 31, 2000.
(m)  Final Maturity dates ranging from March 2002 to January 2003.
(n)  The loan requires semi-annual payments of interest.
(o)  Interest rate of LIBOR plus 250 basis points (4.78%  at December 31,
     2001) and ranging from 8.68% - 8.78% at December 31, 2000.
(p)  During 2001,  the $40,000 loan was fully defeased with  substitute
     collateral of U. S.  Treasuries and the principal  balance was paid in
     full on February 4, 2002. At December 31, 2001,  the balance sheet
     includes $40,000 in cash in escrow and $40,000 in mortgage notes payable.

         All mortgage notes payable are collateralized by certain Properties
owned by the respective partnerships with net book value of $1,304,037 and
$1,213,357 at December 31, 2001 and 2000, respectively. Certain of the loans
contain financial covenants regarding minimum net operating income and coverage
ratios. Additionally, certain of the loans have cross-default provisions and are
cross-collateralized as part of a group of Properties. Under such cross-default
provisions, a default under any mortgage included in a cross-defaulted package
may constitute a default under all such mortgages and may lead to acceleration
of the indebtedness due on each Property within the collateral package. In
general, the cross-defaulted Properties are under common ownership.

         Principal maturities (excluding extension options) on mortgage notes
payable during the five years subsequent to December 31, 2001, are as follows:
2002-$314,710; 2003-$201,145; 2004-$87,958; 2005-$52,203; 2006-$27,457;
thereafter-$400,268.



                                       53
<PAGE>



             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

4.       NOTES PAYABLE

                  Effective January 31, 2001, the Company, through the Operating
Partnership, amended its Credit Facility. The amended Credit Facility provides
the Company with the ability to borrow up to $170,000, extends the term through
January 31, 2004 and is collateralized with first mortgage liens on three Malls
and two Community Centers with a net book value of $147,377 and $144,649 at
December 31, 2001 and 2000, respectively. The interest rate on the Credit
Facility ranges from LIBOR plus 1.60% to LIBOR plus 1.90%, depending on the
Company's ratio of debt to asset value; the Credit Facility currently bears
interest at a rate equal to LIBOR plus 1.90% per annum and the Company has an
interest rate swap agreement in place that fixes LIBOR at 5.39% per annum on
$110,000 until January 31, 2004, (the effective interest rate after giving
effect to the swap agreement was 6.15% per annum and 8.46% per annum at December
31, 2001 and 2000, respectively). Payments due under the Credit Facility are
guaranteed by the Operating Partnership. During 2001 and 2000, the
weighted-average interest rate was 6.93% and 8.42%, respectively.

         The Credit Facility, as amended, contains customary covenants,
representations, warranties and events of default, including maintenance of a
specified minimum net worth requirement, loan to value ratios, project costs to
asset value ratios, total debt to asset value ratios and EBITDA to total debt
service, restrictions on the incurrence of additional indebtedness and approval
of anchor leases with respect to the Properties which secure the Credit
Facility. At December 31, 2001, the balance outstanding on the Credit Facility
was $163,000. In addition, $1,906 represents a holdback on the available balance
of the Credit Facility for letters of credit issued under the Credit Facility.
As of December 31, 2001, the unused balance of the Credit Facility available to
the Company was $5,094.

5.       SERIES A-1, B, D AND E PREFERRED SHARES

         The Company's Declaration of Trust authorizes the Company to issue up
to an aggregate 100,000,000 shares of the Company, consisting of common shares
and/or one or more series of preferred shares of beneficial interest.

         In May, the Company announced the completion of a follow-on public
offering (the "Offering") of 5,925,000 common shares of beneficial interest
(including 5,175,000 shares completed May 18, 2001 and 750,000 over-allotment
shares completed May 25, 2001) at a price of $15.00 per share. Total net
proceeds were approximately $84,400.

         On the same day the offering was completed, the Company used the net
proceeds as part of the consideration to consummate the purchase, through its
Operating Partnership, of all 34,000 of its Series A-1 convertible preferred
shares, all 56,000 of its Series D convertible preferred shares, a 40.00%
interest in Elizabeth MetroMall, LLC, the owner of Jersey Gardens, a 40.00%
interest in Jersey Gardens Center, LLC, the owner of 28.8 acres adjacent to
Jersey Gardens and a 45.00% interest in Great Plains MetroMall, LLC, the owner
of The Great Mall of The Great Plains. As a result of the purchase of such
interests, the Operating Partnership owns a 100.00% interest in both Jersey
Gardens and The Great Mall of the Great Plains. The cash consideration for the
purchase of both series of preferred shares was at approximately a 25.00%
discount from their respective liquidation preferences. Non-cash consideration
in connection with the purchase included the termination of a project income
based permanent lending commitment.

         The purchase price of approximately $73,000 was allocated $67,600 to
the redemption of the preferred shares, $4,700 to the acquisition of the 40.00%
interest in Elizabeth MetroMall, LLC, $300 to the 40.00% interest in Jersey
Gardens Center, LLC and $400 to the acquisition of the 45.00% interest in The
Great Mall of the Great Plains. The over-allotment proceeds were applied to pay
down debt. In addition, on April 6, 2001, the Company acquired a third party's
joint venture interests in the Jersey properties for $4,100, of which $3,900 was
allocated to the acquired 30.00% interest in Elizabeth MetroMall, LLC, and $200
to the acquired 30.00% interest in Jersey Gardens Center, LLC.

         On November 17, 1997, the Company completed a $120,000 public offering
of 4,800,000 shares of 9 1/4% Series B cumulative preferred shares of beneficial
interest (the "B Preferred Shares"). On November 25, 1997, the Company sold an
additional 318,000 B Preferred Shares as a result of the underwriters exercising
the over-allotment option granted to them. Aggregate net proceeds of the
offering were $123,072. Distributions on the B Preferred Shares are payable
quarterly in arrears. The Company generally may redeem the B Preferred Shares
anytime on or after November 15, 2002, at a redemption price of $25.00 per
share, plus accrued and unpaid distributions.




                                       54
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

         The redemption price (other than the portion thereof consisting of
accrued and unpaid distributions) is payable solely out of the sale proceeds of
other capital shares of the Company, which may include other series of preferred
shares. The Company contributed the proceeds to the Operating Partnership in
exchange for preferred units. The Operating Partnership pays a preferred
distribution to the Company equal to the dividends paid on the B Preferred
Shares.

         On March 9, 1999, the Board of Trustees adopted a Preferred Share
Purchase Plan (the "Plan") pursuant to which a distribution will be made of one
preferred share purchase right (a "Right") for each outstanding common share.
The distribution was made on March 22, 1999, to the shareholders of record at
the close of business on that date. Each Right entitles the registered holder to
purchase from the Company one one-hundredth of a Series E Junior Participating
Preferred Share of the Company, par value $0.01 per share (the "Preferred
Shares"), at a price of $55.00 per one one-hundredth of a Preferred Share (the
"Purchase Price"), subject to adjustment. The Rights will become exercisable in
the event that any person or group acquires or announces its intention to
acquire beneficial ownership of 15.0% or more of the outstanding common shares
of the Company (an "Acquiring Person"). Alternatively, each Right holder, except
the Acquiring Person, will have the right to receive upon exercise that number
of common shares having a market value of two times the Purchase Price of the
Right. At any time before any person or group becomes an Acquiring Person, the
Board of Trustees may redeem the Rights at a price of $0.01 per Right at which
time the right to exercise the Rights will terminate. At any time after a person
or group becomes an Acquiring Person, the Board of Trustees may exchange the
Rights at an exchange ratio of one common share or one Preferred Share per
Right. The Plan expires on March 9, 2009.

6.       DERIVATIVE FINANCIAL INSTRUMENTS

         In the normal course of business, the Company is exposed to the effect
of interest rate changes. The Company may use derivative financial instruments
to manage the risk of changes in its cash flows attributable to changes in
interest rates, including interest rate swaps, which effectively convert
variable rate debt to fixed rate debt, and interest rate caps, which limit the
interest rates on debt. The Company's interest rate risk management policy
requires that derivative instruments be used for hedging purposes only and that
they be entered into only with major financial institutions based upon their
credit ratings and other factors.

         On January 1, 2001, the Company adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended by SFAS No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities"
and interpreted by Derivatives Implementation Group Issues. SFAS No. 133, as
amended, establishes accounting and reporting standards for derivative
instruments. Specifically, SFAS No. 133 requires an entity to recognize all
derivatives as either assets or liabilities in the financial statements and to
measure those instruments at fair value.

         The adoption of SFAS No. 133 resulted in a cumulative effect transition
loss adjustment of $195 to other comprehensive income to recognize the fair
values of the interest rate swap agreements as of January 1, 2001. The Company
also recognized a cumulative effect transition loss adjustment of $116 in
earnings as of January 1, 2001, to recognize the fair values of the interest
rate caps. During the year ended December 31, 2001, the Company recognized
additional other comprehensive loss of $6,271 to adjust the carrying amount of
the interest rate swaps and caps to fair values at December 31, 2001, net of
$4,966 in reclassifications to earnings for interest rate swap settlements
during the period and $822 in minority interest participation. The interest rate
swap settlements were offset by a corresponding reduction in interest expense
related to the interest payments being hedged.

         The following table summarizes the notional values and fair values of
the Company's derivative financial instruments as of December 31, 2001. The
notional values provide an indication of the extent of the Company's involvement
in these instruments, but do not represent exposure to credit, interest rate or
market risks.
<TABLE>
<CAPTION>

                                                                      INTEREST
               HEDGE TYPE                            NOTIONAL VALUE      RATE           MATURITY        FAIR VALUE
               ----------                            --------------      ----           --------        ----------

<S>                                                     <C>              <C>       <C>                 <C>
         Swap - Cash Flow.......................        $  162,000       5.90%      Jun. 3, 2002        $ (3,259)
         Swap - Cash Flow.......................        $  110,000       5.39%     Jan. 31, 2004        $ (4,619)
         Cap - Cash Flow........................        $   45,000       8.00%     Jul. 15, 2002        $      0
         Cap - Cash Flow........................        $   40,000       6.00%      Sep. 1, 2003        $     68
         Cap - Cash Flow........................        $  130,000       6.25%      Nov.10, 2003        $    308
</TABLE>



                                       55
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

         On December 31, 2001, the derivative instruments were reported at their
aggregate fair value of $(7,502) in accounts payable and accrued expenses in the
accompanying balance sheet, with a corresponding adjustment to other
comprehensive income for the unrealized gains and losses (net of minority
interest participation). Over time, the unrealized gains and losses held in
accumulated other comprehensive income will be reclassified to earnings. This
reclassification will correlate with the recognition of the hedged interest
payments in earnings. Within the next twelve months, the Company expects to
reclassify to earnings approximately $3,259 of the current balance held in
accumulated other comprehensive loss. There was no hedge ineffectiveness during
the year ended December 31, 2001.

         To determine the fair values of derivative instruments, the Company
uses a variety of methods and assumptions that are based on market conditions
and risks existing at each balance sheet date. Standard market conventions and
techniques such as undiscounted cash flow analysis, replacement cost, and
termination cost are used to determine fair value.

7.       RENTALS UNDER OPERATING LEASES

         GRT receives rental income from the leasing of retail shopping center
space under operating leases with expiration dates through the year 2027. The
minimum future base rentals under non-cancelable operating leases as of December
31, 2001 are as follows:
                    2002............................     $   175,248
                    2003............................         160,409
                    2004............................         142,368
                    2005............................         124,012
                    2006............................         110,762
                    Thereafter......................          97,718
                                                         -----------
                                                         $   810,517
                                                         ===========

         Minimum future base rentals do not include amounts which may be
received from certain tenants based upon a percentage of their gross sales or as
reimbursement of real estate taxes and property operating expenses. Minimum
rents contain straight-line adjustments for rental revenue increases which
aggregated $2,233, $2,136 and $2,319 for the years ended December 31, 2001, 2000
and 1999, respectively. In 2001, 2000 and 1999, no tenant collectively accounted
for more than 10.0% of rental income. The tenant base includes national,
regional and local retailers, and consequently the credit risk is concentrated
in the retail industry.

8.       INVESTMENT IN UNCONSOLIDATED ENTITIES

         Investment in unconsolidated real estate entities consists of a 50.00%
interest in Dayton Mall Venture, LLC, a 50.00% interest in Colonial Park Mall
Limited Partnership, a 34.85% interest in Glimcher SuperMall Venture, LLC, a
20.00% interest in San Mall, LLC, a 50.00% interest in Polaris Center, LLC, a
20.00% interest in Charlotte Eastland Mall, LLC, a 39.29% interest in Polaris
Mall, LLC and a 50.00% interest in G & G Blaine, LLC. At December 31, 2001, a
family member of an officer of the Company held an interest in San Mall, LLC,
which was acquired from a third party during the three month period ended
March 31, 2001.

         The share of net income for all of 2000 and for the period January 1,
2000 to October 31, 2000, includes the Company's 95.00% non-voting interest in
GDC and 50.00% interest in Johnson City Venture, LLC, respectively. Effective
November 1, 2000, the Company acquired the additional 50.00% interest in Johnson
City Venture, LLC; effective January 1, 2001, the Company acquired 100.00% of
the voting and the remaining 5.00% non-voting interest in GDC. Both entities are
fully consolidated from those dates. Additionally, the share of net income for
all of 2000 and through March 31, 2001, includes the Company's 30.00% interest
in Elizabeth MetroMall, LLC and Jersey Gardens Center, LLC. Effective April 6,
2001, the Company acquired an additional 30.00% interest in each entity and
subsequently, in May 2001 acquired the remaining 40.00% interest in each entity.
As a result, both entities are fully consolidated from April 2001.

          The summary financial information of the Company's unconsolidated
entities and a summary of the Operating Partnership's investment in and share of
net income (loss) from such unconsolidated entities are presented below:



                                       56
<PAGE>


            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
               (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>

BALANCE SHEETS
                                                                                         DECEMBER 31,
                                                                            ------------------------------------
                                                                                  2001                   2000
                                                                            --------------          ------------
Assets:
<S>                                                                           <C>                     <C>
     Investment properties at cost, net .................................     $ 509,294               $639,931
     Other assets .......................................................        60,293                 70,008
                                                                              ---------               --------
                                                                              $ 569,587               $709,939
                                                                              =========               ========
Liabilities and Members' Equity:
     Mortgage note payable ..............................................     $ 392,649               $465,393
     Other liabilities ..................................................        42,340                 67,628
                                                                              ---------               --------
                                                                                434,989                533,021
     Members' equity ....................................................       134,598                176,918
                                                                              ---------               --------
                                                                              $ 569,587               $709,939
                                                                              =========               ========
Operating Partnership's Share of Members' equity ........................     $  50,526               $ 91,944
                                                                              =========               ========
<CAPTION>

RECONCILIATION OF MEMBERS' EQUITY TO COMPANY INVESTMENT IN UNCONSOLIDATED ENTITIES:

<S>                                                                           <C>                     <C>
     Members' equity ....................................................     $  50,526               $ 91,944
     Advances (from) to and additional costs ............................        (2,525)                45,747
                                                                              ---------               --------
     Investment in unconsolidated entities ..............................     $  48,001               $137,691
                                                                              =========               ========

<CAPTION>

STATEMENT OF OPERATIONS                                                       FOR THE YEARS ENDED DECEMBER 31,
                                                                              ---------------------------------
                                                                               2001                     2000
                                                                               ----                     ----

<S>                                                                           <C>                     <C>
Total revenues ..........................................................     $ 92,626                $132,859
Operating expenses ......................................................       40,819                  53,899
                                                                              --------                --------
Net operating income ....................................................       51,807                  78,960
Depreciation and amortization ...........................................       18,140                  23,969
Other expenses ..........................................................        1,789                   3,868
Interest expense, net ...................................................       26,335                  39,098
                                                                              --------                --------
Income before extraordinary item ........................................        5,543                  12,025
Extraordinary item ......................................................           20                     277
                                                                              --------                --------
Net income (loss) .......................................................     $  5,523                $ 11,748
                                                                              ========                ========

Operating Partnership's share of net income (loss) ......................     $  2,040                $  3,607
                                                                              ========                ========

Net income (loss) .......................................................     $  5,523                $ 11,748
Other comprehensive (loss) income .......................................       (2,732)
                                                                              --------                --------
Comprehensive (loss) income .............................................     $  2,791                $ 11,748
                                                                              ========                ========
</TABLE>

9.       TRANSACTIONS WITH AFFILIATES

         On October 16, 1996, the Company formed GDC, an unconsolidated
non-qualified REIT subsidiary that was owned by the Operating Partnership,
Herbert Glimcher and Michael P. Glimcher (the "Glimchers"). At December 31,
2000, the Operating Partnership held 95.0% of the ownership interest; the
Glimchers held 100.0% of the voting interest and 5.0% of the ownership interest.
On January 1, 2001, the Company acquired the Glimcher's interest in GDC for $10.

         GDC provides development, construction, leasing and legal services for
a fee, to joint ventures in which the Company has an ownership interest and to
third parties. In 2001, 2000 and 1999, GDC recognized fee income of $2,447,
$4,229, and $6,759, respectively, for services provided to the joint ventures.

         During 1999, the Company acquired expansion land adjacent to a Mall for
approximately $5,000, from a partnership in which the Glimchers hold an equity
interest. Approximately $4,924 is included in accounts payable at both December
31, 2001 and 2000, related to this transaction. Interest paid in 2001, 2000 and
1999 was $300, $300 and $285, respectively.





                                       57
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

         The Company paid The Glimcher Company ("TGC") and Corporate Flight,
Inc. ("CFI"), which are both wholly owned by Herbert Glimcher, $1 and $32 in
2001, $17 and $232 in 2000 and $1 and $47 in 1999, respectively, for the use, in
connection with Company related matters, of a bus owned by TGC and an airplane
owned by CFI; GDC and the Company's joint ventures paid the same two companies,
$13 and $377 in 2001, $14 and $259 in 2000 and $10 and $526 in 1999
respectively. Additionally, the Company paid Triad CM ("Triad"), which is
partially owned by Herbert Glimcher, $630 in 2001, $97 in 2000 and $409 in 1999,
respectively, in connection with subcontracting work at GPLP's properties. The
Company's joint ventures paid Triad $4,237 in 2001, $2,614 in 2000 and $3,704 in
1999, for services provided to these joint ventures.

         The Company has engaged Archer-Meek-Weiler Agency, Inc. ("AMW"), an
agency in which Alan R. Weiler (a Trustee of GRT) is president, to provide
property and employee practices liability insurance services to the Company.
Total commissions received by AMW during 2001, 2000 and 1999 were approximately
$186, $232 and $169, respectively.

         Certain of the Properties had tenants in which officers of GRT held a
financial interest. Annual base minimum rents and tenant accounts receivable
from these tenants were $350 and $137, respectively in 1999. As of December 31,
1999, such interests had been sold. Also, a family member of an officer of the
Company held an interest in tenants in certain of the Properties. Annual base
minimum rents were $117, $134 and $94 in 2001, 2000 and 1999, respectively, and
accounts (payable) receivable from these tenants were $(32), $45 and $2 at
December 31, 2001, 2000 and 1999, respectively.

10.      COMMITMENTS

         The Operating Partnership leases office space under an operating lease
that had an initial term of ten years commencing on March 21, 1994.
Additionally, five of GRT's Properties are subject to long-term ground leases
where a third party owns the underlying land and has leased the land to GRT. GRT
pays rent, ranging from $14 to $27 per annum, for the use of the land and
generally is responsible for the costs and expenses associated with maintaining
the building and improvements thereto. Future minimum rental payments as of
December 31, 2001 are as follows:

                                             OFFICE LEASE       GROUND LEASES
         2002.............................     $   584            $    104
         2003.............................         489                 104
         2004.............................         122                  97
         2005.............................                              93
         2006.............................                              86
         Thereafter.......................                             962
                                               -------            --------
                                               $ 1,195            $  1,446
                                               =======            ========

         Office rental expenses (including miscellaneous month-to-month lease
rentals) for the years ended December 31, 2001, 2000 and 1999 were $593, $651
and $809, respectively. Ground lease expenses for the years ended December 31,
2001, 2000 and 1999 were $104, $114 and $226, respectively.

         In connection with the development of Polaris Fashion Place, the
Operating Partnership provided the lender with a completion guarantee and an
unconditional guarantee of payment of 50.0% of the outstanding obligation on the
indebtedness on the Property. In addition, Herbert Glimcher provided the lender
with a $4,000 letter of credit to guarantee the payment of certain public funds
to be received in connection with road improvements.

         In connection with the development of Jersey Gardens, the Operating
Partnership provided the senior lending group with a completion guarantee and
guarantee of payment of interest on the senior portion of the construction
facility to a maximum of $30,000 until the Property achieves a coverage ratio of
1.25.

         As of December 31, 2001 and 2000, no reserves for losses have been
provided in connection with these guarantees, as the Company does not expect to
incur any liability.





                                       58
<PAGE>




             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

         In addition, in July 1998, the New Jersey Economic Development
Authority issued approximately $140,500 of Economic Development Bonds. The
Company began making quarterly PILOT payments commencing May 2000 and
terminating on the date of the final payment of the bonds. Such PILOT payments
are treated as real estate tax expense in the statements of operations. The
amount of the annual PILOT payments beginning with the bond year ended 2001 was
$8,925 and increases 10.0% every five years until the final payment is made.

11.      SHARE OPTION PLANS

         GRT has established the Employee Share Option Plan (the "Employee
Plan"), the Trustee Share Option Plan (the "Trustee Plan") and the 1997
Incentive Plan (the "Incentive Plan") for the purpose of attracting and
retaining the Company's trustees, executive and other employees. A maximum of
400,000 shares have been reserved for issuance under the Employee Plan, a
maximum of 700,000 shares have been reserved for issuance under the Trustee Plan
and a maximum of 3,000,000 shares have been reserved for issuance under the
Incentive Plan.

         The Company applies Accounting Principles Board Opinion No. 25 ("APB
25") and related interpretations in accounting for its plans. Under APB 25, the
Company does not recognize compensation expense related to options, as the
options are generally granted at a price below the market price on the day of
grant. Had compensation cost for the plans been determined based on the fair
value at the grant dates for grants under these plans consistent with SFAS No.
123, the Company's net income available to common shareholders would have been
decreased to the pro forma amounts indicated below:
<TABLE>
<CAPTION>

                                                                         2001                  2000                1999
                                                                         ----                  ----                ----
<S>                                                                <C>                   <C>                   <C>
          Net income available to common shareholders:
             As reported .................................         $    31,363           $    18,481           $  19,508
             Pro forma ...................................              31,284                18,294              19,244

          Earnings per share (diluted):
             As reported .................................         $      1.12           $      0.78           $    0.82
             Pro forma ...................................                1.12                  0.77                0.81
</TABLE>

         The fair value of each option grant was estimated on the date of the
grant using the Black-Scholes options pricing model with the following
assumptions: average risk free interest rates ranging from 4.75% to 7.50%,
expected average lives of five years, annual dividend rates of $1.9232 and
volatility ranging from 13.0% to 14.0%.

         A summary of the status of the Company's three option plans at December
31, 2001, 2000 and 1999 and changes during the years ending on those dates is
presented below. Options issued under the Incentive Plan are included under the
Trustee Plan and Employee Plan.

















                                       59
<PAGE>



             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>

                                                               1999                          2000                          2001
                                                             WEIGHTED-                     WEIGHTED-                     WEIGHTED-
                                                             AVERAGE                       AVERAGE                       AVERAGE
                                                             EXERCISE                      EXERCISE                      EXERCISE
                                             OPTIONS          PRICE      OPTIONS             PRICE      OPTIONS           PRICE
                                             -------          -----      -------             -----      -------           -----
 TRUSTEE PLAN:
 ------------
<S>                                       <C>           <C>              <C>          <C>            <C>             <C>
 Outstanding at beginning of year .....      691,500      $    19.585    1,100,500      $    17.881     1,193,500      $  17.458
 Granted ..............................      409,000           15.000       96,000           12.280        96,000         14.750
 Exercised ............................                                     (3,000)          12.280       (52,000)        14.819
 Forfeited ............................                                                                   (15,000)        16.181
                                          ----------                    ----------                    -----------
 Outstanding at end of year ...........    1,100,500           17.881    1,193,500           17.458     1,222,500         17.360
                                          ==========                    ==========                    ===========

 EMPLOYEE PLAN:
 -------------
 Outstanding at beginning of year .....      537,649      $    19.636    1,046,165      $    17.190     1,241,014      $  15.738
 Granted ..............................      591,500           14.991      431,500           12.280       411,500         14.750
 Exercised ............................                                                                  (213,070)        15.475
 Forfeited ............................      (82,984)          17.362     (236,651)          15.852       (68,421)        14.044
                                          ----------                    ----------                    -----------
 Outstanding at end of year ...........    1,046,165           17.190    1,241,014           15.738     1,371,023         15.717
                                          ==========                    ==========                    ===========

 Options exercisable at year-end under
   the Trustee Plan ...................      521,166                       824,500                                       967,167
 Options exercisable at year-end under
   the Employee Plan ..................      317,998                       508,681                                       686,087
 Weighted-average fair value of options
   granted during the year ............   $   0.1604                     $  0.0707                                     $  0.1204
</TABLE>

         The following table summarizes information regarding the options
outstanding at December 31, 2001 under the Company's plans:
<TABLE>
<CAPTION>

                                     OPTIONS OUTSTANDING                              OPTIONS EXERCISABLE
                    -------------------------------------------------       --------------------------------------
                                            WEIGHTED-        WEIGHTED-
                        NUMBER               AVERAGE          AVERAGE             NUMBER              WEIGHTED-
     RANGE OF        OUTSTANDING AT         REMAINING        EXERCISE         EXERCISABLE AT           AVERAGE
  EXERCISE PRICES   DECEMBER 31, 2001    CONTRACTUAL LIFE       PRICE       DECEMBER 31, 2001       EXERCISE PRICE
-----------------   -----------------    ----------------       -----       -----------------       --------------

<S>                      <C>                 <C>             <C>                <C>                 <C>
   TRUSTEE PLAN:
-----------------
$     20.250               101,500             2.1             20.250             101,500           20.250
      20.250                 1,500             3.2             20.250               1,500           20.250
      17.000               102,000             4.2             17.000             102,000           17.000
  18.750 - 20.750          368,000             5.4             19.837             368,000           19.837
      20.500               112,500             6.4             20.500             112,500           20.500
      15.000               362,000             7.2             15.000             231,667           15.000
      12.280                87,000             8.2             12.280              37,000           12.280
      14.750                88,000             9.2             14.750              13,000           14.750
                         ---------                                                -------          -------
  12.280 - 20.750        1,222,500             6.1             17.360             967,167           18.143
                         =========                                                =======          =======

EMPLOYEE PLAN:
      20.250                53,550             2.1             20.250              53,550           20.250
      17.000                47,000             4.2             17.000              47,000           17.000
18.750 - 21.875             84,000             5.4             19.374              84,000           19.374
20.250 - 22.250            192,500             6.4             20.541             192,500           20.541
14.563 - 15.000            330,637             7.2             14.989             220,425           14.989
      12.280               265,836             8.2             12.280              88,612           12.280
      14.750               397,500             9.2             14.750
                         ---------                                                -------
12.280 - 22.250          1,371,023             7.4             15.717             686,087           17.282
                         =========                                                =======
</TABLE>


                                       60
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

         All but 30,000 options granted under the plans in 1999 will be
exercisable at the rate of 33.3% per annum over a three-year period beginning
with the first anniversary of the date of grant and will remain exercisable
through the tenth anniversary of such date. Options for 30,000 shares were
exercisable immediately, and will remain exercisable through the tenth
anniversary of such date.

         All but 21,000 options granted under the plans in 2000 will be
exercisable at the rate of 33.3% per annum over a three-year period beginning
with the first anniversary of the date of grant and will remain exercisable
through the tenth anniversary of such date. Options for 21,000 shares were
exercisable immediately, and will remain exercisable through the tenth
anniversary of such date.

         All but 21,000 options granted under the plans in 2001 will be
exercisable at the rate of 33.3% per annum over a three-year period beginning
with the first anniversary of the date of grant and will remain exercisable
through the tenth anniversary of such date. Options for 21,000 shares were
exercisable immediately, and will remain exercisable through the tenth
anniversary of such date.

12.      EMPLOYEE BENEFIT PLAN - 401(k) PLAN

         In January 1996, the Company established a qualified retirement savings
plan under Code 401(k) for eligible employees which contains a cash or deferred
arrangement which permits participants to defer up to a maximum of 15.0% of
their compensation, subject to certain limitations. Employees 21 years old or
above who have been employed by the Company for at least six months are eligible
to participate. Participant's salary deferrals up to a maximum of 4.0% of
qualified compensation will be matched at 50.0%. The Company contributed $208,
$248 and $229 to the plan in 2001, 2000 and 1999, respectively.

13.       DISTRIBUTIONS

         For the years ended December 31, 2001, 2000 and 1999, approximately
38.5%, 75.5% and 35.9%, respectively, of the distributions received by common
shareholders were considered to be a return of capital for tax purposes. Also,
1.9%, 2.3% and 1.3% of each quarterly distribution declared in 2001, 2000 and
1999, respectively, was designated and considered to be long-term capital gain
for tax purposes, 2.4%, 1.0% and 0.2% of each quarterly distribution declared in
2001, 2000 and 1999, respectively, was considered to be unrecaptured Code
Section 1250 gain for tax purposes and 0.1% of each quarterly distribution
declared in 2000 was designated as short-term capital gain for tax purposes.

         The Company has implemented a Distribution Reinvestment and Share
Purchase Plan under which its shareholders or Operating Partnership unit holders
may elect to purchase additional common shares of beneficial interest (the
"Shares") and/or automatically reinvest their distributions in Shares. In order
to fulfill its obligations under the plan, the Company may purchase Shares in
the open market or issue Shares that have been registered and authorized
specifically for the plan. As of December 31, 2001, 250,000 Shares were
authorized of which 147,305 Shares have been issued.













                                       61
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

14.      EARNINGS PER SHARE

         The presentation of primary EPS and diluted EPS is summarized in the
table below:
<TABLE>
<CAPTION>

                                                          FOR THE YEARS ENDED DECEMBER 31,
                                -------------------------------------------------------------------------------------------
                                           2001                            2000                         1999
                                ---------------------------   -----------------------------   -----------------------------
                                                      PER                           PER                              PER
                                 INCOME    SHARES    SHARE    INCOME     SHARES    SHARE      INCOME     SHARES     SHARE
                                -------    ------    -----    -------    ------   ---------   -------    ------   ---------

<S>                             <C>        <C>       <C>      <C>        <C>      <C>         <C>        <C>      <C>
BASIC EPS
Income available to
  common shareholders           $31,363    27,604    $1.14    $18,481    23,795   $    0.78   $19,508    23,741   $    0.82


EFFECT OF DILUTIVE SECURITIES
Operating partnership units       3,519     3,224    (0.01)     2,365     3,053       2,316     2,967
Options                                       220    (0.01)                  45                              15

DILUTED EPS
Income available plus
                                -------    ------    -----    -------    ------   ---------   -------    ------   ---------
  assumed conversions           $34,882    31,048    $1.12    $20,846    26,893   $    0.78   $21,824    26,723   $    0.82
                                =======   =======    =====    =======   =======   =========   =======   =======   =========
</TABLE>


Options with exercise prices greater than the average share prices for the
periods presented were excluded from the respective computations of diluted EPS
because to do so would have been antidilutive.

15.      FAIR VALUE OF FINANCIAL INSTRUMENTS

         SFAS No. 107, "Disclosures about Fair Value of Financial Instruments,"
requires the disclosures of the fair value of GRT's financial instruments for
which it is practicable to estimate that value, whether or not such instruments
are recognized in the consolidated balance sheets. SFAS No. 107 does not apply
to all balance sheet items and the Company has utilized market information as
available or present value techniques to estimate the SFAS No. 107 values
required to be disclosed. Since such values are estimates, there can be no
assurance that the SFAS No. 107 value of any financial instrument could be
realized by immediate settlement of the instrument.

         The carrying values of cash and cash equivalents, cash in escrow,
tenant accounts receivable, accounts payable and accrued expenses are reasonable
estimates of their fair values because of the short maturity of these financial
instruments. The carrying value of the Credit Facility is also a reasonable
estimate of its fair value because it bears variable rate interest at current
market rates. Based on the discounted amount of future cash flows using rates
currently available to GRT for similar liabilities (ranging from 5.61% to 11.00%
per annum at December 31, 2001 and 6.00% to 11.00% per annum at December 31,
2000), the fair value of GRT's mortgage notes payable is estimated at $1,091,853
and $912,425 at December 31, 2001 and 2000, respectively. The fair value of the
debt instruments identified with GRT considers in part the credit of GRT as an
entity, and not just the individual entities and Properties owned by GRT.

         The fair value of interest rate protection agreements are estimated
based on amounts that GRT would expect to receive or pay to terminate such
agreements (see Note 6). At December 31, 2001 and 2000, the total notional
amounts hedged were $487,000 and $385,000, respectively. Both the fair values
and carrying amounts of the interest rate protection agreements were $(7,502) at
December 31, 2001 and $107 and $116 at December 31, 2000, respectively.

                                       62
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

16.      PROPERTY SALES

<TABLE>
<CAPTION>

                                                    COMMUNITY   OUTPARCELS/
                                                     CENTERS      OTHER       TOTAL
                                                     --------    --------   --------

<S>                                                  <C>         <C>        <C>
Sales Price                                          $ 35,919    $  1,275   $ 37,194
Debt payoff                                            31,135          40     31,175
Fees and expenses                                       1,387           8      1,395
                                                     --------    --------   --------
Net cash proceeds                                    $  3,397    $  1,227   $  4,624
                                                     ========    ========   ========

Net carrying value of assets sold                    $ 36,399    $    108   $ 36,507
                                                     ========    ========   ========

Gain (loss)                                          $ (1,758)   $  1,148   $   (610)
                                                     ========    ========   ========
</TABLE>

17.      SEGMENT REPORTING

         Selected information about operating segments of the Company is
summarized in the table below:

<TABLE>
<CAPTION>

                                                 FOR THE YEAR ENDED DECEMBER 31, 2001
                                          --------------------------------------------------
                                                        COMMUNITY
                                            MALLS       CENTERS     CORPORATE       TOTAL
                                          ----------   ----------   ----------    ----------

<S>                                       <C>          <C>          <C>           <C>
Total revenues                            $  208,398   $   75,475   $    6,535    $  290,408
Total operating expenses                     127,968       29,926       12,441       170,335
                                          ----------   ----------   ----------    ----------
Operating income (loss)                   $   80,430   $   45,549   $   (5,906)   $  120,073
                                          ==========   ==========   ==========    ==========

Net property and equipment                $1,087,243   $  447,868   $   14,570    $1,549,681
                                          ==========   ==========   ==========    ==========

Investment in unconsolidated entities     $   43,171   $    4,830   $             $   48,001
                                          ==========   ==========   ==========    ==========
</TABLE>


<TABLE>
<CAPTION>

                                                 FOR THE YEAR ENDED DECEMBER 31, 2000
                                          --------------------------------------------------
                                                        COMMUNITY
                                            MALLS       CENTERS      CORPORATE      TOTAL
                                          ----------   ----------   ----------    ----------

<S>                                       <C>          <C>          <C>           <C>
Total revenues                            $  163,931   $   78,686   $    7,372    $  249,989
Total operating expenses                      90,895       29,005       10,967       130,867
                                          ----------   ----------   ----------    ----------
Operating income (loss)                   $   73,036   $   49,681   $   (3,595)   $  119,122
                                          ==========   ==========   ==========    ==========

Net property and equipment                $  872,750   $  478,872   $    6,384    $1,358,006
                                          ==========   ==========   ==========    ==========

Investment in unconsolidated entities     $  125,797   $    5,148   $    6,746    $  137,691
                                          ==========   ==========   ==========    ==========
</TABLE>

<TABLE>
<CAPTION>

                                                 FOR THE YEAR ENDED DECEMBER 31, 1999
                                          --------------------------------------------------
                                                        COMMUNITY
                                            MALLS       CENTERS      CORPORATE      TOTAL
                                          ----------   ----------   ----------    ----------

<S>                                       <C>          <C>          <C>           <C>
Total revenues                            $  144,352   $   81,870   $    5,599    $  231,821
Total operating expenses                      77,883       29,983       10,045       117,911
                                          ----------   ----------   ----------    ----------
Operating income (loss)                   $   66,469   $   51,887   $   (4,446)   $  113,910
                                          ==========   ==========   ==========    ==========

Net property and equipment                $  847,661   $  522,206   $    5,098    $1,374,965
                                          ==========   ==========   ==========    ==========

Investment in unconsolidated entities     $  102,508   $   11,004   $    8,265    $  121,777
                                          ==========   ==========   ==========    ==========
</TABLE>


                                       63
<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

18.      INTERIM FINANCIAL INFORMATION (UNAUDITED)
<Table>
<Caption>

                                                                                    FIRST      SECOND      THIRD     FOURTH
             YEAR ENDED DECEMBER 31, 2001                                          QUARTER     QUARTER    QUARTER    QUARTER
----------------------------------------------------------------------------------------------------------------------------

<S>                                                                                 <C>       <C>       <C>       <C>
Total revenues                                                                      $64,128   $73,232   $73,315   $79,733
Income before minority interest in operating partnership and extraordinary item       9,773     7,031     7,486     5,344
Extraordinary item                                                                      290         4       284       721
Preferred stock dividends                                                             5,760     4,101     2,958     2,958
Net income available to common shareholders                                           3,181    22,834     3,840     1,508
Earnings per share before extraordinary item - basic                                   0.15      0.86      0.14      0.07
Earnings per share before extraordinary item - diluted                                 0.15      0.84      0.14      0.07
Earnings per share (diluted)                                                           0.13      0.84      0.13      0.05
Distributions declared per share                                                     0.4808    0.4808    0.4808    0.4808
</TABLE>


<TABLE>
<CAPTION>

                                                                                  FIRST     SECOND        THIRD           FOURTH
             YEAR ENDED DECEMBER 31, 2000                                        QUARTER   QUARTER       QUARTER         QUARTER
---------------------------------------------------------------------------------------------------------------------------------

<S>                                                                               <C>       <C>       <C>            <C>
Total revenues                                                                    $60,696   $59,791   $     60,684   $     68,817
Income before minority interest in operating partnership and extraordinary item    10,224    10,049         10,054         13,432
Extraordinary item                                                                               70                           373
Preferred stock dividends                                                           5,402     5,766          5,615          5,686
Net income available to common shareholders                                         4,296     3,747          3,606          6,832
Earnings per share before extraordinary item - basic                                 0.18      0.16           0.17           0.29
Earnings per share before extraordinary item - diluted                               0.18      0.16           0.16           0.29
Earnings per share (diluted)                                                         0.18      0.16           0.15           0.29
Distributions declared per share                                                   0.4808    0.4808         0.4808         0.4808
</TABLE>

         Net income for the first through fourth quarters of 2001 includes net
gains (losses) on sale of properties of $687 ($0.03 per share), $501 ($0.02 per
share), $(1,059) ($0.03 per share) and $(739) ($0.02 per share), respectively.
Also, net income for the second quarter 2001 includes a development cost
write-off of $(3,208) ($0.11 per share) and a discount on the redemption of
preferred stock of $22,440 ($0.75 per share).

         Net income for the first through fourth quarters of 2000 includes net
gains on sale of properties of $1,269 ($0.05 per share), $731 ($0.03 per share),
$541 ($0.02 per share) and $1,817 ($0.08 per share), respectively.

                                       64
<PAGE>

                              GLIMCHER REALTY TRUST

          SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                     BALANCE AT
                                     BEGINNING    CHARGED
                                         OF         TO                    BALANCE AT
                                        YEAR      EXPENSE   DEDUCTIONS    END OF YEAR
                                     ----------   --------  ----------    -----------

<S>                                   <C>          <C>        <C>           <C>
Year ended December 31, 2001-
    Allowance for doubtful accounts   $1,345       $7,047     $4,976        $3,416

Year ended December 31, 2000-
    Allowance for doubtful accounts   $2,606       $2,780     $4,041        $1,345

Year ended December 31, 1999-
    Allowance for doubtful accounts   $3,995       $2,635     $4,024        $2,606

</Table>
                                                                 65
<PAGE>
<TABLE>
<CAPTION>



                                                           GLIMCHER REALTY TRUST

                                          SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                          AS OF DECEMBER 31, 2001
                                                           (DOLLARS IN THOUSANDS)


                                                                       COSTS CAPITALIZED
                                                                          SUBSEQUENT               GROSS AMOUNTS AT WHICH
                                                   INITIAL COST         TO ACQUISITION           CARRIED AT CLOSE OF PERIOD
                                               ---------------------  ------------------------------------------------------------
                                                       BUILDINGS AND                                  BUILDINGS AND
DESCRIPTION AND LOCATION        ENCUMBRANCES            IMPROVEMENTS                                  IMPROVEMENTS          TOTAL
     OF PROPERTY                    [d]           LAND         [a]     IMPROVEMENTS     LAND [b]          [c]              [b] [c]
----------------------------------------------------------------------------------------------------------------------------------
MALL PROPERTIES

<S>                               <C>          <C>          <C>           <C>          <C>             <C>            <C>
Ashland Town Center
   Ashland, KY                     26,968      $  3,866     $ 21,454      $  7,947     $   4,144       $  29,123      $   33,267
Grand Central Mall
   Parkersburg/Vienna, WV          51,097         3,960       41,136        29,001         3,961          70,136          74,097
Great Mall of the Great Plains
   Olathe, KS                      42,000                                  129,365        15,405         113,960         129,365
Indian Mound Mall
   Newark/Heath, OH                [f] (l)          892       19,497        10,241           773          29,857          30,630
Jersey Gardens
   Elizabeth, NJ                  162,190                                  254,639        33,663         220,976         254,639
Lloyd Center Mall
   Portland, OR                   130,000                                  168,682        47,737         120,945         168,682
The Mall at Fairfield Commons
   Beavercreek, OH                [f] [l]         5,438      102,914        20,577        10,362         118,567         128,929
The Mall at Johnson City
   Johnson City, TN                40,593                                   45,376         4,462          40,914          45,376
Montgomery Mall
   Montgomery, AL                  46,102                                   71,867        10,382          61,485          71,867
Morgantown Mall
   Morgantown, WV                     [g]         1,273       40,484         3,154         1,556          43,355          44,911
New Towne Mall
   New Philadelphia, OH               [f]         1,190       23,475         6,948         1,248          30,365          31,613
Northtown Mall
   Blaine, MN                      40,000                                   59,068        13,264          45,804          59,068
River Valley Mall
   Lancaster, OH                   38,000           875       26,910        16,460         1,001          43,244          44,245
Southside Mall
   Oneonta, NY                                    1,194       10,643         2,374         1,139          13,072          14,211
University Mall
   Tampa, FL                       68,176        13,314      108,230         3,425        13,314         111,655         124,969
Weberstown Mall
   Stockton, CA                    20,044                                   32,346         3,298          29,048          32,346


<Caption>
                                                                                                               LIFE UPON
                                                                                                                 WHICH
                                                                           DATE                             DEPRECIATION IN
                                                                      CONSTRUCTION                         LATEST STATEMENT
DESCRIPTION AND LOCATION                         ACCUMULATED               WAS               DATE            OF OPERATIONS
     OF PROPERTY                                 DEPRECIATION           COMPLETED          ACQUIRED           IS COMPUTED
--------------------------------------------------------------------------------------------------------------------------------
MALL PROPERTIES

<S>                                                   <C>                   <C>              <C>                  <C>
Ashland Town Center
   Ashland, KY                                        $  9,026              1989                                  [e]
Grand Central Mall
   Parkersburg/Vienna, WV                               14,246                               1993                 [e]
Great Mall of the Great Plains
   Olathe, KS                                           24,852              1999                                  [e]
Indian Mound Mall
   Newark/Heath, OH                                     11,110              1986                                  [e]
Jersey Gardens
   Elizabeth, NJ                                        23,716              2000
Lloyd Center Mall
   Portland, OR                                         10,515                               1998
The Mall at Fairfield Commons
   Beavercreek, OH                                      29,244              1993                                  [e]
The Mall at Johnson City
   Johnson City, TN                                      5,651
Montgomery Mall
   Montgomery, AL                                        6,326                               1998
Morgantown Mall
   Morgantown, WV                                       16,038              1990                                  [e]
New Towne Mall
   New Philadelphia, OH                                 11,031              1988                                  [e]
Northtown Mall
   Blaine, MN                                            4,452                               1998
River Valley Mall
   Lancaster, OH                                        15,664              1987                                  [e]
Southside Mall
   Oneonta, NY                                           2,616                               1994                 [e]
University Mall
   Tampa, FL                                            13,338                               1997
Weberstown Mall
   Stockton, CA                                          4,649                               1998
</TABLE>

                                                                 66
<PAGE>
                              GLIMCHER REALTY TRUST

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                             AS OF DECEMBER 31, 2001
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                             COSTS CAPITALIZED
                                                                                SUBSEQUENT             GROSS AMOUNTS AT WHICH
                                                        INITIAL COST          TO ACQUISITION         CARRIED AT CLOSE OF PERIOD
                                                 --------------------------  ------------------------------------------------------
                                                              BUILDINGS AND                              BUILDINGS AND
 DESCRIPTION AND LOCATION    ENCUMBRANCES                     IMPROVEMENTS                               IMPROVEMENTS        TOTAL
       OF PROPERTY               [d]               LAND           [a]         IMPROVEMENTS     LAND [b]       [c]           [b] [c]
-----------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>              <C>         <C>               <C>           <C>        <C>            <C>
Arnold Plaza
        Arnold, MO               [k]            $   527     $     4,965       $    190      $     527   $    5,155     $    5,682
Artesian Square
        Martinsville, IN         [k]                760           6,791            191            943        6,799          7,742
Ashland Plaza
        Ashland, KY              [k]                312           1,633            462            312        2,095          2,407
Audubon Village
        Henderson, KY            [k]                606           5,453             12            606        5,465          6,071
Aviation Plaza
        Oshkosh, WI              [j]                914           8,227             61            914        8,288          9,202
Ayden Plaza
        Ayden, NC                [k]                138           1,243              -            138        1,243          1,381
Barren River Plaza
        Glasgow, KY                     7,900     1,215          10,932              0          1,215       10,932         12,147
Bollweevil Shopping Center
        Enterprise, AL           [k]                215           1,916             15            215        1,931          2,146
Buckhannon Plaza
        Tennerton, WV            [k]                269           2,464             25            269        2,489          2,758
Cambridge Plaza
        Cambridge, OH            [k]                195             691            434            195        1,125          1,320
Canal Place Plaza
        Rome, NY                 [h]                420           6,264            144            420        6,408          6,828
Cherry Hill Plaza
        Galax, VA                (f)                158           1,037          1,476            158        2,513          2,671
Chillicothe Plaza
        Chillicothe, OH          [k]                 78             410            206             78          616            694
Clarksville Plaza
        Clarksville, IN                             127             621            583            127        1,204          1,331
College Plaza
        Bluefield, VA            [j]              1,072           9,650             38          1,072        9,688         10,760
<CAPTION>


                                                                                                                 LIFE UPON WHICH
                                                                               DATE                              DEPRECIATION IN
                                                                            CONSTRUCTION                         LATEST STATEMENT
 DESCRIPTION AND LOCATION                         ACCUMULATED                   WAS                 DATE           OF OPERATIONS
       OF PROPERTY                                DEPRECIATION               COMPLETED            ACQUIRED         IS COMPUTED
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                            <C>                <C>               <C>
Arnold Plaza
        Arnold, MO                                 $     1,047                                       1994              [e]
Artesian Square
        Martinsville, IN                                   884                                       1996              [e]
Ashland Plaza
        Ashland, KY                                      1,190                     1968                                [e]
Audubon Village
        Henderson, KY                                      717                                       1996              [e]
Aviation Plaza
        Oshkosh, WI                                      1,093                                       1996              [e]
Ayden Plaza
        Ayden, NC                                          246                                       1994              [e]
Barren River Plaza
        Glasgow, KY                                      1,412                                       1996              [e]
Bollweevil Shopping Center
        Enterprise, AL                                     386                                       1994              [e]
Buckhannon Plaza
        Tennerton, WV                                      486                                       1994              [e]
Cambridge Plaza
        Cambridge, OH                                      755                     1965                                [e]
Canal Place Plaza
        Rome, NY                                         1,317                     1994                                [e]
Cherry Hill Plaza
        Galax, VA                                           97
Chillicothe Plaza
        Chillicothe, OH                                    253                     1964                                [e]
Clarksville Plaza
        Clarksville, IN                                    414                     1968                                [e]
College Plaza
        Bluefield, VA                                    1,248                                       1996              [e]

</TABLE>

                                      67
<PAGE>


                             GLIMCHER REALTY TRUST


             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                             AS OF DECEMBER 31, 2001
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>


                                                                           COSTS CAPITALIZED
                                                                              SUBSEQUENT              GROSS AMOUNTS AT WHICH
                                                       INITIAL COST         TO ACQUISITION          CARRIED AT CLOSE OF PERIOD
                                                -------------------------  --------------------------------------------------------
                                                            BUILDINGS AND                                BUILDINGS AND
 DESCRIPTION AND LOCATION     ENCUMBRANCES                   IMPROVEMENTS                                 IMPROVEMENTS      TOTAL
       OF PROPERTY                [d]             LAND            [a]       IMPROVEMENTS     LAND [b]          [c]         [b] [c]
-----------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>            <C>         <C>               <C>            <C>          <C>        <C>
Corry Plaza
        Corry, PA                 [k]           $    265      $     2,472     $     184      $    265     $    2,656    $    2,921
Cross Creek Plaza
        Beaufort, SC              [j]              1,317           11,854         1,673         1,317         13,527        14,844
Crossing Meadows
        Onalaska, WI              [j]              1,334           12,006           (4)         1,326         12,010        13,336
Crossroads Centre
        Knoxville, TN             [k]                883            7,944            19           883          7,963         8,846
Cumberland Crossing
        Jacksboro, TN                                729            6,562             5           729          6,567         7,296
Cypress Bay Village
        Morehead City, NC         [j]              1,121           10,089           115         1,121         10,204        11,325
Delaware Community Plaza
        Delaware, OH                    7,249      1,250           11,118            60         1,250         11,178        12,428
East Pointe Plaza
        Columbia, SC                   10,609      1,255           11,294            15         1,255         11,309        12,564
East Pointe Plaza
        Marysville, OH                  5,906        453            4,112         3,522           427          7,660         8,087
Franklin Square
        Spartanburg, SC           [j]                977            8,789           132           971          8,927         9,898
Georgesville Square
        Columbus, OH                   16,021                                    18,432         2,482         15,949        18,431
Grand Union Plaza
        South Glens Falls, NY                        507            4,566         (148)           507          4,418         4,925
Gratiot Center
        Saginaw, MI               [h]              1,196           10,778            31         1,196         10,809        12,005
Hills Plaza East
        Erie, PA                                     241            2,240           271           241          2,511         2,752
Hocking Valley Mall
        Lancaster, OH                                606            5,550           257           606          5,807         6,413

<CAPTION>

                                                                                                                 LIFE UPON WHICH
                                                                               DATE                              DEPRECIATION IN
                                                                            CONSTRUCTION                         LATEST STATEMENT
 DESCRIPTION AND LOCATION                         ACCUMULATED                   WAS                 DATE           OF OPERATIONS
       OF PROPERTY                                DEPRECIATION                COMPLETED            ACQUIRED         IS COMPUTED
----------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                         <C>                    <C>              <C>
Corry Plaza
        Corry, PA                                     $     531                                       1994              [e]
Cross Creek Plaza
        Beaufort, SC                                      1,724                                       1996              [e]
Crossing Meadows
        Onalaska, WI                                      1,589                                       1996              [e]
Crossroads Centre
        Knoxville, TN                                     1,035                                       1996              [e]
Cumberland Crossing
        Jacksboro, TN                                       852                                       1996              [e]
Cypress Bay Village
        Morehead City, NC                                 1,361                                       1996              [e]
Delaware Community Plaza
        Delaware, OH                                      1,667                                       1996              [e]
East Pointe Plaza
        Columbia, SC                                      1,459                                       1996              [e]
East Pointe Plaza
        Marysville, OH                                    1,800                                       1992              [e]
Franklin Square
        Spartanburg, SC                                   1,150                                       1996              [e]
Georgesville Square
        Columbus, OH                                      2,168                  1996
Grand Union Plaza
        South Glens Falls, NY                               809                                       1994              [e]
Gratiot Center
        Saginaw, MI                                       2,046                                       1994              [e]
Hills Plaza East
        Erie, PA                                            479                                       1994              [e]
Hocking Valley Mall
        Lancaster, OH                                     1,149                                       1994              [e]
</TABLE>


                                      68
<PAGE>
<TABLE>
<CAPTION>

                                              GLIMCHER REALTY TRUST

                                SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                                 AS OF DECEMBER 31, 2001
                                                  (DOLLARS IN THOUSANDS)

                                                                       COSTS CAPITALIZED
                                                                           SUBSEQUENT            GROSS AMOUNTS AT WHICH
                                                 INITIAL COST            TO ACQUISITION        CARRIED AT CLOSE OF PERIOD
                                           ------------------------    --------------------------------------------------------
                                                     BUILDINGS AND                                 BUILDINGS AND
DESCRIPTION AND LOCATION    ENCUMBRANCES              IMPROVEMENTS                                 IMPROVEMENTS      TOTAL
       OF PROPERTY              [d]           LAND         [a]          IMPROVEMENTS    LAND [b]        [c]         [b] [c]
-------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>           <C>          <C>                 <C>         <C>          <C>           <C>
Hunter's Ridge Shopping Center
   Gahanna, OH                  [h]          $850         $7,713              $359        $850         $8,072        $8,922
Indian Mound Plaza
   Heath, OH                                   22            384                40          22            424           446
Kmart
   Alliance, NE                 [k]           175          1,567                 6         175          1,573         1,748
Knox Village Square
   Mount Vernon, OH           9,233           865          8,479               260         869          8,735         9,604
Liberty Plaza
   Morristown, TN               [k]           369          3,312                 5         369          3,317         3,686
Linden Corners
   Buffalo, NY                                414          3,726                (1)        414          3,725         4,139
Logan Place
   Russellville, KY             [k]           367          3,307                20         367          3,327         3,694
Lowe's
   Altoona, PA                  [h]         1,452          4,877                14       1,452          4,891         6,343
Lowe's
   Columbus, OH                 [h]         1,330          4,569                52       1,330          4,621         5,951
Lowe's
   Marion, OH                   [k]           626          2,454                (2)        625          2,454         3,079
Loyal Plaza
   Loyalsock, PA             13,941         1,718         15,513             1,459       1,718         16,972        18,690
Marion Towne Center
   Marion, SC                   [j]           754          6,787                17         754          6,804         7,558
Meadowview Square
   Kent, OH                   7,503                                          9,721         454          9,267         9,721
Middletown Plaza
   Middletown, OH                             127          1,159               185         127          1,344         1,471
Mill Run
   Columbus, OH                 [h]         2,711          6,935                84       2,711          7,019         9,730
Monroe Shopping Center
   Madisonville, TN             [k]           375          3,522                72         375          3,594         3,969
Morgantown Commons
   Morgantown, WV               [g]           175          7,549            11,117         353         18,488        18,841
Morgantown Plaza
   Star City, WV                              305          1,137               725         305          1,862         2,167

<Caption>

                                                                                                             LIFE UPON WHICH
                                                                           DATE                              DEPRECIATION IN
                                                                       CONSTRUCTION                         LATEST STATEMENT
DESCRIPTION AND LOCATION                      ACCUMULATED                  WAS                   DATE          OF OPERATIONS
       OF PROPERTY                            DEPRECIATION               COMPLETED              ACQUIRED       IS COMPUTED
-----------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                        <C>                  <C>              <C>
Hunter's Ridge Shopping
   Center
   Gahanna, OH                                    $1,502                                          1994             [e]
Indian Mound Plaza
   Heath, OH                                         139                                          1988             [e]
Kmart
   Alliance, NE                                      311                                          1994             [e]
Knox Village Square
   Mount Vernon, OH                                2,082                     1992                                  [e]
Liberty Plaza
   Morristown, TN                                    656                                          1994             [e]
Linden Corners
   Buffalo, NY                                       736                                          1994             [e]
Logan Place
   Russellville, KY                                  436                                          1996             [e]
Lowe's
   Altoona, PA                                       864                     1994                                  [e]
Lowe's
   Columbus, OH                                      804                     1994                                  [e]
Lowe's
   Marion, OH                                        514                     1993                                  [e]
Loyal Plaza
   Loyalsock, PA                                   3,385                                          1994             [e]
Marion Towne Center
   Marion, SC                                        890                                          1996             [e]
Meadowview Square
   Kent, OH                                        1,250
Middletown Plaza
   Middletown, OH                                    421                                          1972             [e]
Mill Run
   Columbus, OH                                    1,227                     1995                                  [e]
Monroe Shopping Center
   Madisonville, TN                                  700                                          1994             [e]
Morgantown Commons
   Morgantown, WV                                  3,825                     1991                                  [e]
Morgantown Plaza
   Star City, WV                                     943                     1967                                  [e]

</TABLE>

                                      69
<PAGE>


<TABLE>
<CAPTION>

                                            GLIMCHER REALTY TRUST

                             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                               AS OF DECEMBER 31, 2001

                                                (DOLLARS IN THOUSANDS)

                                                                       COSTS CAPITALIZED
                                                                           SUBSEQUENT            GROSS AMOUNTS AT WHICH
                                                     INITIAL COST        TO ACQUISITION        CARRIED AT CLOSE OF PERIOD
                                               -------------------------------------------------------------------------------
                                                        BUILDINGS AND                                BUILDINGS AND
 DESCRIPTION AND LOCATION   ENCUMBRANCES                IMPROVEMENTS                                  IMPROVEMENTS      TOTAL
       OF PROPERTY             [d]             LAND         [a]          IMPROVEMENTS     LAND [b]        [c]          [b] [c]
------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>         <C>          <C>                  <C>         <C>          <C>           <C>
Morningside Plaza
   Dade City, FL             2,643             $487         $4,300              $114         $487         $4,414        $4,901
Mount Vernon Plaza
   Mount Vernon, OH            [k]               58            431               876           58          1,307         1,365
New Boston Mall
   Portsmouth, OH            3,870              537          4,906               181          537          5,087         5,624
Newberry Square Shopping
 Center
   Newberry, SC                [h]              594          5,355                 5          594          5,360         5,954
North Horner Shopping Center
   Sanford, NC                 [k]              206          1,875                95          206          1,970         2,176
Ohio River
   Gallipolis, OH              [f]              502          6,373               104          461          6,518         6,979
Pea Ridge Shopping Center
   Huntington, WV              [k]              687          6,160               280          687          6,440         7,127
Plaza Vista Mall
   Sierra Vista, AZ                           1,531          6,436             3,586        1,396         10,157        11,553
Prestonsburg Village Center
   Prestonsburg, KY            [h]              663          6,002               196          663          6,198         6,861
Rend Lake Shopping Center
   Benton, IL                  [k]              462          4,175                73          462          4,248         4,710
Rhea County Shopping Center
   Dayton, TN                  [k]              395          3,524                31          395          3,555         3,950
River Valley Plaza
   Lancaster, OH             8,533              320          5,035             1,687          304          6,738         7,042
Roane County Plaza
   Rockwood, TN                [i]              630          5,669                11          630          5,680         6,310
Scott Town Plaza
   Bloomsburg, PA              [k]              188          1,730               194          188          1,924         2,112
Shady Springs Plaza
   Beaver, WV                2,977              455          4,094               111          455          4,205         4,660
Southside Plaza
   Sandford, NC                [j]              960          8,644                (0)         960          8,644         9,604
Springfield Commons West
   Springfield, OH             [h]              859          8,707             2,886        1,137         11,315        12,452

<Caption>
                                                                                                               LIFE UPON WHICH
                                                                            DATE                               DEPRECIATION IN
                                                                        CONSTRUCTION                           LATEST STATEMENT
 DESCRIPTION AND LOCATION                     ACCUMULATED                   WAS                 DATE            OF OPERATIONS
       OF PROPERTY                            DEPRECIATION               COMPLETED            ACQUIRED            IS COMPUTED
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                        <C>                <C>                 <C>
Morningside Plaza
   Dade City, FL                                    $946                                          1994                [e]
Mount Vernon Plaza
   Mount Vernon, OH                                1,045                      1963                                    [e]
New Boston Mall
   Portsmouth, OH                                  1,036                                          1994                [e]
Newberry Square Shopping
Center
   Newberry, SC                                      979                                          1994                [e]
North Horner Shopping Center
   Sanford, NC                                       380                                          1994                [e]
Ohio River
   Gallipolis, OH                                  1,963                      1989                                    [e]
Pea Ridge Shopping Center
   Huntington, WV                                  1,369                                          1994                [e]
Plaza Vista Mall
   Sierra Vista, AZ                                2,877                      1988                                    [e]
Prestonsburg Village Center
   Prestonsburg, KY                                1,130                                          1994                [e]
Rend Lake Shopping Center
   Benton, IL                                        830                                          1994                [e]
Rhea County Shopping Center
   Dayton, TN                                        702                                          1994                [e]
River Valley Plaza
   Lancaster, OH                                   1,851                      1988                                    [e]
Roane County Plaza
   Rockwood, TN                                      734                                          1996                [e]
Scott Town Plaza
   Bloomsburg, PA                                    419                                          1994                [e]
Shady Springs Plaza
   Beaver, WV                                        852                                          1994                [e]
Southside Plaza
   Sandford, NC                                    1,116                                          1996                [e]
Springfield Commons West
   Springfield, OH                                 1,725                      1995                                    [e]
</TABLE>

                                               70
<PAGE>

<TABLE>
<CAPTION>


                                                  GLIMCHER REALTY TRUST

                                SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                     AS OF DECEMBER 31, 2001
                                                      (DOLLARS IN THOUSANDS)

                                                                            COSTS CAPITALIZED
                                                                                SUBSEQUENT          GROSS AMOUNTS AT WHICH
                                                     INITIAL COST             TO ACQUISITION      CARRIED AT CLOSE OF PERIOD
                                                 ---------------------------------------------------------------------------------
                                                           BUILDINGS AND                               BUILDINGS AND
 DESCRIPTION AND LOCATION       ENCUMBRANCES                IMPROVEMENTS                               IMPROVEMENTS       TOTAL
       OF PROPERTY                   [d]          LAND           [a]        IMPROVEMENTS  LAND [b]          [c]          [b] [c]
----------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>             <C>          <C>                <C>        <C>          <C>            <C>
Steamboat Bend
   Hannibal, MO                                    $100         $1,649           $395       $100         $2,044         $2,144
Stewart Plaza
   Mansfield, OH                                    563          1,867           (714)        74          1,642          1,716
Sunbury Plaza
   Sunbury, PA                        [k]           448          4,074            199        448          4,273          4,721
Sycamore Square
   Ashland City, TN                   [j]           334          3,010             50        334          3,060          3,394
Twin County Plaza
   Galax, VA                                        575          5,199             42        575          5,241          5,816
Village Plaza
   Augusta, GA                        [j]         2,194         19,747            183      2,194         19,930         22,124
Vincennes
   Vincennes, IN                      [k]           208          1,875            136        208          2,011          2,219
Walgreens
   Louisville, KY                     [k]           128          1,141             27        128          1,168          1,296
Walgreens
   New Albany, IN                     [k]           123          1,093             28        123          1,121          1,244
Walmart Plaza
   Springfield, OH                    [h]           875          7,952            483        875          8,435          9,310
Walnut Cove
   Walnut Cove, NC                    [k]           209          1,855             91        209          1,945          2,154
Walterboro Plaza
   Walterboro, SC                     [j]           629          5,660            105        731          5,663          6,394
Westpark Plaza
   Carbondale, IL                   2,531           432          3,881             63        432          3,944          4,376

<Caption>
                                                                                                              LIFE UPON WHICH
                                                                             DATE                             DEPRECIATION IN
                                                                         CONSTRUCTION                         LATEST STATEMENT
 DESCRIPTION AND LOCATION                      ACCUMULATED                   WAS                  DATE          OF OPERATIONS
       OF PROPERTY                             DEPRECIATION               COMPLETED             ACQUIRED         IS COMPUTED
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                       <C>                  <C>              <C>
Steamboat Bend
   Hannibal, MO                                      $616                                          1988              [e]
Stewart Plaza
   Mansfield, OH                                       28                     1979                                   [e]
Sunbury Plaza
   Sunbury, PA                                        932                                          1994              [e]
Sycamore Square
   Ashland City, TN                                   397                                          1996              [e]
Twin County Plaza
   Galax, VA                                          833                                          1995              [e]
Village Plaza
   Augusta, GA                                      2,592                                          1996              [e]
Vincennes
   Vincennes, IN                                      336                                          1994              [e]
Walgreens
   Louisville, KY                                     234                                          1994              [e]
Walgreens
   New Albany, IN                                     219                                          1994              [e]
Walmart Plaza
   Springfield, OH                                  1,535                     1995                                   [e]
Walnut Cove
   Walnut Cove, NC                                    393                                          1994              [e]
Walterboro Plaza
   Walterboro, SC                                     734                                          1996              [e]
Westpark Plaza
   Carbondale, IL                                     816                                          1994              [e]

</TABLE>

                                       71
<PAGE>


<TABLE>
<CAPTION>

                                                GLIMCHER REALTY TRUST

                              SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                   AS OF DECEMBER 31, 2001
                                                    (DOLLARS IN THOUSANDS)

                                                                               COSTS CAPITALIZED
                                                                                   SUBSEQUENT          GROSS AMOUNTS AT WHICH
                                                        INITIAL COST             TO ACQUISITION      CARRIED AT CLOSE OF PERIOD
                                                    --------------------   ----------------------------------------------------
                                                            BUILDINGS AND                              BUILDINGS AND
 DEPRECIATION AND LOCATION   ENCUMBRANCES                   IMPROVEMENTS                                IMPROVEMENTS    TOTAL
       OF PROPERTY             [d]                  LAND        [a]        IMPROVEMENTS      LAND [b]       [c]        [b] [c]
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>        <C>               <C>        <C>        <C>          <C>
PARTNERSHIPS

Glimcher Properties Limited
    Partnership                                                 $1,780           $1,248                  $10,498      $10,498
University Mall Theater
    OEC                                                                             448                      448          448
                                                   --------    -------          --------    -------    ---------    ---------
TOTAL                                               80,130     793,603          927,217     216,795    1,591,624    1,808,419
                                                   -------     -------          -------     -------    ---------    ---------

DEVELOPMENTS IN PROGRESS

Georgesville Square
    Columbus, OH                                                                  1,430       1,076          354        1,430
Meadowview Square
    Kent, OH                                                                      1,743       1,701           42        1,743
Other Developments                                                               26,574           0       26,574       26,574
                                                ----------    --------         --------    --------   ----------   ----------
                                                         0           0           29,747       2,777       26,970       29,747
                                                ----------    --------         --------    --------   ----------   ----------
TOTAL                                           $   80,130    $793,603         $956,964    $219,572   $1,618,594   $1,838,166
                                                ==========    ========         ========    ========   ==========   ==========

                                                                                           LIFE UPON WHICH
                                                               DATE                         DEPRECIATION IN
                                                            CONSTRUCTION                   LATEST STATEMENT
 DEPRECIATION AND LOCATION                     ACCUMULATED      WAS          DATE           OF OPERATIONS
       OF PROPERTY                             DEPRECIATION  COMPLETED      ACQUIRED         IS COMPUTED
-----------------------------------------------------------------------------------------------------------
<S>                                                <C>          <C>
PARTNERSHIPS

Glimcher Properties Limited
    Partnership                                $  4,228        1994                           [e]
University Mall Theater
    OEC                                              65
Other Partnership                                     0
                                                -------
TOTAL                                           288,485
                                                -------
DEVELOPMENTS IN PROGRESS

Georgesville Square
    Columbus, OH
Mall at Fairfield Commons
    Beavercreek, OH
Meadowview Square
    Kent, OH
Other Developments

                                                      0
                                               --------
TOTAL                                          $288,485
                                               ========

</TABLE>





                                      72



<PAGE>


                              GLIMCHER REALTY TRUST
                              NOTES TO SCHEDULE III
                             (DOLLARS IN THOUSANDS)

         (a) Initial cost for constructed and acquired property is cost at end
of first complete calendar year subsequent to opening or acquisition. For
centers that opened during 2001 and have not yet completed their first calendar
year subsequent to opening, the initial cost is cost incurred through December
31, 2001.


         (b) The aggregate gross cost of land and buildings, improvements and
equipment for federal income tax purposes is approximately $1,836,975.

         (c)                RECONCILIATION OF REAL ESTATE

<TABLE>
<CAPTION>
                                                                                 YEAR ENDED DECEMBER 31,
                                                                        ---------------------------------------
                                                                           2001             2000         1999
                                                                           ----            -----         ----
<S>                                                                    <C>             <C>           <C>
Balance at beginning of year......................................     $1,583,488      $1,558,452    $1,428,641
  Additions:
      Improvements................................................         37,558          19,916        21,708
      Acquisitions................................................        266,420          43,839       124,994
Deductions........................................................        (49,300)        (38,719)      (16,891)
                                                                       ----------      ----------    ----------
Balance at close of year..........................................     $1,838,166      $1,583,488    $1,558,452
                                                                       ==========      ==========    ==========
</TABLE>

                        RECONCILIATION OF ACCUMULATED DEPRECIATION

<TABLE>
<CAPTION>
                                                                                   YEAR ENDED DECEMBER 31,
                                                                        ---------------------------------------
                                                                           2001            2000          1999
                                                                           ----            ----          ----
<S>                                                                      <C>          <C>           <C>
Balance at beginning of year......................................       $225,482     $   183,487   $   137,229
  Depreciation expense and other..................................         70,989          48,914        51,336
  Deductions......................................................         (7,986)         (6,919)       (5,078)
                                                                         --------     -----------   -----------
Balance at close of year..........................................       $288,485     $   225,482   $   183,487
                                                                         ========     ===========   ===========
</TABLE>

<TABLE>
<S>           <C>                                                                                         <C>
         (d)  See description of debt in notes 3 and 4 of Notes to Consolidated
              Financial Statements.

         (e)  Depreciation is computed based upon the following estimated lives:
              Buildings and improvements-40 years; equipment and fixtures-five
              to 10 years.

         (f)  Properties cross-collateralize the Credit Facility with a
              consortium of banks of up to $170,000.

         (g)  Properties cross-collateralize the following loan:
               Morgantown Mall Associates Limited Partnership....................................         $  56,428

         (h)  Properties cross-collateralize the following loan:
               Glimcher Properties Limited Partnership...........................................         $  50,000

         (i)  Properties cross-collateralize the following bridge loan:
               Glimcher Properties Limited Partnership...........................................         $   4,500

         (j)  Properties cross-collateralize the following loan:
                Glimcher Properties Limited Partnership..........................................         $  85,503

         (k)  Properties cross-collaterize the following bridge loan:
               Glimcher Properties Limited Partnership...........................................         $  55,592

         (l)  Regal Cinemas at The Mall at Fairfield Commons collateralizes the following loan:
               Glimcher Properties Limited Partnership........................................            $   8,629
</TABLE>


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