Exibit 1.1



                                2,400,000 Shares



                              GLIMCHER REALTY TRUST



  8.75% Series F Cumulative Redeemable Preferred Shares of Beneficial Interest



                   ($ .01 Par Value, $25.00 Liquidation Value)



                          EQUITY UNDERWRITING AGREEMENT



                                                                  August 7, 2003





Deutsche Bank Securities Inc. (as Representative of the

 Underwriters)

McDonald Investments Inc.



c/o Deutsche Bank Securities Inc.

60 Wall Street, 10th Floor

New York, NY  10005



Ladies and Gentlemen:



     Glimcher Realty Trust, a Maryland real estate investment trust (the

"Trust"), proposes to issue and sell to you (the "Underwriters") for whom

Deutsche Bank Securities Inc. is acting as representative (the "Representative")

an aggregate of 2,400,000 shares of the Trust's Series F Cumulative Redeemable

Preferred Shares of Beneficial Interest, par value $.01 per share (the

"Preferred Shares"). The 2,400,000 Preferred Shares to be purchased from the

Trust are hereinafter referred to as the "Shares". The respective amounts of the

Shares to be so purchased by the several Underwriters are set forth opposite

their names in Schedule I hereto. The Trust and Glimcher Properties Limited

Partnership, a Delaware limited partnership (the "Operating Partnership"),

hereby confirm their agreements with Deutsche Bank Securities Inc., acting as

Representative of the Underwriters.



     As the Representative, you have advised the Trust and the Operating

Partnership (a) that you are authorized to enter into this Agreement on behalf

of the several Underwriters, and (b) that the several Underwriters are willing,

acting severally and not jointly, to purchase the numbers of Shares set forth

opposite their respective names in Schedule I.



     The Trust has filed with the Securities and Exchange Commission (the

"Commission") a registration statement on Form S-3 (No. 333-43317) covering the

registration of the Shares under the Securities Act of 1933, as amended (the

"Act"), including a related prospectus, which has become effective. The

registration statement (including the exhibits thereto and schedules thereto, if

any) as amended at the time it became effective, or, if a post-effective

amendment has been filed with respect thereto, as amended by such post-effective

amendment at the time of its effectiveness (including in each case the

information (if any) deemed to be part of such registration statement at the

time of effectiveness pursuant to Rule 430A under the Act), is hereinafter

referred to as the "Registration Statement." The term "Effective Date" shall

mean each date that the Registration Statement and any post-effective amendment

or amendments thereto became or becomes effective. The term "Base Prospectus"

shall mean the prospectus contained in the Registration Statement at the

Effective Date. "Preliminary Prospectus" means the preliminary prospectus

supplement to the Base Prospectus used prior to the filing of the Prospectus in

connection with the public offering contemplated by this Agreement; the term

"Prospectus" means the prospectus supplement to the Base Prospectus first filed

with the Commission pursuant to Rule 424(b) under the Act in connection with the

public offering contemplated by this Agreement, together with the Base

Prospectus.



     Any reference in this Agreement to the Registration Statement, any

Preliminary Prospectus or the Prospectus shall be deemed to refer to and include

the documents incorporated by reference therein pursuant to Item 12 of Form S-3

under the Act, as of the Effective Date of the Registration Statement or the

date of such Preliminary Prospectus or the Prospectus, as the case may be (it

being understood that the several specific references in this Agreement to

documents incorporated by reference in the Registration Statement or the

Prospectus are for clarifying purposes only and are not meant to limit the

inclusiveness of any other definition herein). For purposes of this Agreement,

all references to the Registration Statement, any Preliminary Prospectus, or the

Prospectus or any amendment or supplement to any of the foregoing shall be

deemed to include the copy filed with the Commission pursuant to its Electronic

Data Gathering, Analysis and Retrieval system ("EDGAR"). All references in this

Agreement to financial statements and schedules and other information which is

"contained," "included" or "stated" in the Registration Statement, any

Preliminary Prospectus or the Prospectus (or other references of like import)

shall be deemed to mean and include all such financial statements and schedules

and other information which is incorporated by reference in the Registration

Statement, any Preliminary Prospectus or the Prospectus, as the case may be.



     The title, specific number of shares, rank, stated value, liquidation

preference, dividend rate, dividend payment dates, redemption provisions and

other terms of the Preferred Shares are set forth in the Articles Supplementary

relating to the Preferred Shares (the "Articles Supplementary") to be filed with

the State Department of Assessments and Taxation of Maryland (the "SDAT").



     In consideration of the mutual agreements contained herein and of the

interests of the parties in the transactions contemplated hereby, the parties

hereto agree as follows:



     1. Representations and Warranties of the Trust and the Operating

Partnership.



     The Trust and the Operating Partnership jointly and severally represent and

warrant to each of the Underwriters that:



     (a) The Trust meets the requirements for use of Form S-3 under the Act.



     (b) The Commission has not issued any order preventing or suspending the

use of any Preliminary Prospectus. When any Preliminary Prospectus and any

amendment or supplement thereto was filed with the Commission, it (i) contained

all statements required to be stated therein in accordance with, and complied in

all material respects with the requirements of, the Act and the rules and

regulations of the Commission thereunder, and (ii) did not include any untrue

statement of a material fact or omit to state any material fact necessary in

order to make the statements therein, in the light of the circumstances under

which they were made, not misleading. When the Registration Statement or any

amendment thereto was declared effective, it (i) contained all statements

required to be stated therein in accordance with, and complied in all material

respects with the requirements of, the Act and the rules and regulations of the

Commission thereunder and (ii) did not include any untrue statement of a

material fact or omit to state any material fact necessary in order to make the

statements therein not misleading. When the Prospectus or any amendment or

supplement to the Prospectus is filed with the Commission pursuant to Rule

424(b) (or, if the Prospectus or part thereof or such amendment or supplement is

not required to be so filed, when the Registration Statement or the amendment

thereto containing such amendment or supplement to the Prospectus was or is

declared effective), on the date when the Prospectus is otherwise amended or

supplemented and on the Closing Date (as hereinafter defined), the Prospectus,

(i) contained or will



                                      -2-



contain all statements required to be stated therein in accordance with, and

complied or will comply in all material respects with the requirements of, the

Act and the rules and regulations of the Commission thereunder and (ii) did not

or will not include any untrue statement of a material fact or omit to state any

material fact necessary in order to make the statements therein, in the light of

the circumstances under which they were made, not misleading. The documents

incorporated, or to be incorporated by reference in the Preliminary Prospectus

and the Prospectus complied or will comply in all material respects with the

requirements of the Securities Exchange Act of 1934, as amended (the "Exchange

Act"), and the rules and regulations thereunder. The foregoing provisions of

this paragraph (b) do not apply to statements or omissions made in any

Preliminary Prospectus or any amendment or supplement thereto, the Registration

Statement or any amendment thereto, or the Prospectus, in reliance upon and in

conformity with written information furnished to the Trust by any Underwriter

specifically for use therein.

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