EXHIBIT 10.121

2

                                 AMENDMENT NO. 6
                                       TO
                     GLIMCHER PROPERTIES LIMITED PARTNERSHIP
                          LIMITED PARTNERSHIP AGREEMENT


     This Amendment No. 6 dated as of April 24, 2000 (the "Agreement") to
Limited Partnership of Glimcher Properties Limited Partnership (the
"Partnership") dated as of November 30, 1993 (the "Partnership Agreement") by
and among Glimcher Properties Corporation (the "General Partner"), a Delaware
corporation, Glimcher Realty Trust (the "Trust"), a Maryland real estate
investment trust, and the Persons who have executed the counterpart execution
pages annexed hereto (together with the Trust, "Limited Partners") (the General
Partner and Limited Partners being each a "Partner" and collectively; the
"Partners").

     WHEREAS, the Partnership was duly organized on September 9, 1993 under the
Delaware Revised Limited Partnership Act; and

     WHEREAS, the Partners of the Partnership have entered into the Partnership
Agreement, and

     WHEREAS, the Partners desire to amend the Partnership Agreement as
hereinafter set forth above.

     NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Partners agree as follows:

     1. Definitions. Defined terms not defined herein shall have the meaning
given to them in the Partnership Agreement.

     2. Shopping Center Project. The definition of the term "Shopping Center
Project" shall be modified to read as follows:

          "Shopping Center Project" shall mean any shopping center, including
construction and improvement activities undertaken with respect thereto and
off-site improvements, on-site improvements, structures, buildings and/or
related parking and other facilities, exclusive of any improvements, structures,
buildings and/or related parking and other facilities not a part of the retail
activities of the shopping center, such as those which are needed to be used as
a hotel, for office space, as an amusement or entertainment facility (even if
any of the foregoing facilities have incidental retail uses) single tenant
retail facilities or other facilities used for retail purposes which the
Partnership has determined not to pursue at such time.

     3. No Modifications. Except as herein provided the Partnership Agreement
shall remain in full force and effect without amendment or modification.

<PAGE>

     4. Counterparts. For the convenience of the Partners, any number of
counterparts hereof may be executed, and each such counterpart shall be deemed
to be an original instrument, and all of which taken together shall constitute
one agreement.

     5. Governing Law. This Agreement shall be govern by the laws of the State
of Delaware, without regard to the principles of conflicts of law. Except to the
extent the Act is inconsistent with the provisions of this Agreement, the
provisions of such Act shall apply to the Partnership.

     6. Other Instruments. The partners hereto covenant and agree that they will
execute such other and further instruments and documents as, in the opinion of
the General Partner, are or may become necessary or desirable to effectuate and
carry out this Agreement.

     7. Legal Construction. In case any one or more of the provisions contained
in this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein.

     8. Gender. Whenever the context shall so require, all words herein in any
gender shall be deemed to include the masculine, feminine or neuter gender, all
singular words shall include the plural, and all plural words shall included the
singular.

     9. Prior Agreements Superseded. This Agreement supersedes any prior
understandings or written or oral agreements amongst the Partners, or any of
them, respecting the within subject matter and contains the entire understanding
amongst the Partners with respect to thereto.

     10. No Third Party Beneficiary. The terms and provisions of this Agreement
are for the exclusive use and benefit of the General Partner and Limited
Partners and shall not inure to the benefit of any other Person.


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<PAGE>


     IN WITNESS WHEREOF, this Agreement has been executed as of the day and year
first above written by the General Partner and Limited Partners.

                                    GENERAL PARTNER:

                                    Glimcher Properties Corporation


                                    By: /s/ Michael P. Glimcher
                                        ---------------------------
                                        Michael P. Glimcher President



                                    LIMITED PARTNERS:

                                    (SEE COUNTERPART EXECUTION PAGES)


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<PAGE>

                          COUNTERPART EXECUTION PAGE OF
                      LIMITED PARTNER TO AMENDMENT NO. 6 TO
                     GLIMCHER PROPERTIES LIMITED PARTNERSHIP
                          LIMITED PARTNERSHIP AGREEMENT



     The undersigned, by executing this page, agrees to all of the terms,
provisions and conditions of Amendment No. 6 to Glimcher Properties Limited
Partnership Agreement dated as of November 30, 1993, and agrees to be bound
thereby.


                                              /s/ Herbert Glimcher
                                              -----------------------------
                                              Herbert Glimcher



                                        4
<PAGE>


                          COUNTERPART EXECUTION PAGE OF
                      LIMITED PARTNER TO AMENDMENT NO. 6 TO
                     GLIMCHER PROPERTIES LIMITED PARTNERSHIP
                          LIMITED PARTNERSHIP AGREEMENT


     The undersigned, by executing this page, agrees to all of the terms,
provisions and conditions of Amendment No. 6 to Glimcher Properties Limited
Partnership Agreement dated as of November 30, 1993, and agrees to be bound
thereby.


                                          /s/ Michael P. Glimcher
                                          ---------------------------
                                          Michael P. Glimcher



                                        5
<PAGE>


                          COUNTERPART EXECUTION PAGE OF
                      LIMITED PARTNER TO AMENDMENT NO. 6 TO
                     GLIMCHER PROPERTIES LIMITED PARTNERSHIP
                          LIMITED PARTNERSHIP AGREEMENT


     The undersigned, by executing this page, agrees to all of the terms,
provisions and conditions of Amendment No. 6 to Glimcher Properties Limited
Partnership Agreement dated as of November 30, 1993, and agrees to be bound
thereby.


                                          /s/ Diane Glimcher
                                          -------------------------
                                          Diane Glimcher



                                        6
<PAGE>


                          COUNTERPART EXECUTION PAGE OF
                      LIMITED PARTNER TO AMENDMENT NO. 6 TO
                     GLIMCHER PROPERTIES LIMITED PARTNERSHIP
                          LIMITED PARTNERSHIP AGREEMENT


     The undersigned, by executing this page, agrees to all of the terms,
provisions and conditions of Amendment No. 6 to Glimcher Properties Limited
Partnership Agreement dated as of November 30, 1993, and agrees to be bound
thereby.


                                          /s/ Robert Glimcher
                                          ----------------------------
                                          Robert Glimcher



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