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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q/A

|/x/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2001

OR

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------

Commission file number: 1-14307

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Great Lakes REIT(Exact name of Registrant as specified in its Charter)

Maryland

36-4238056(State or other jurisdiction of incorporation or organization)

(IRS employer identification no.)


823 Commerce Drive, Suite 300, Oak Brook, IL 60523(Address of principal executive offices) (Zip Code)

(630) 368-2900(Registrant's telephone number, including area code)

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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 / /

Number
of shares of the registrant's common shares of beneficial interest, $.01 par value per share, outstanding as of May 4, 2001: 16,731,965

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Great Lakes REIT  Index to Form 10-Q/A  March 31, 2001

The Company has filed this Form 10-Q/A to add the disclosures contained in note 2 to the Notes to Consolidated Financial Statements
which was not included in the initial filing of Form 10-Q as of March 31, 2001.

|                             |  |         |  |                                                                                                     |  | Page Number
|---------------------------- |  | ------- |  | --------------------------------------------------------------------------------------------------- |  | -----------
|Part IFinancial Information |  |        
|                             |  | Item 1. |  | Financial Statements (unaudited):                                                                   |  |            
|                             |  |         |  | Consolidated Balance Sheets as of March 31, 2001 and December 31, 2000                              |  | 3          
|                             |  |         |  | Consolidated Statements of Income for the three months ended March 31, 2001 and 2000                |  | 4          
|                             |  |         |  | Consolidated Statement of Changes in Shareholders' Equity for the three months ended March 31, 2001 |  | 5          
|                             |  |         |  | Consolidated Statements of Cash Flows for the three months ended March 31, 2001 and 2000            |  | 6          
|                             |  |         |  | Notes to Consolidated Financial Statements                                                          |  | 7          
|                             |  | Item 2. |  | Management's Discussion and Analysis of Results of Operations and Financial Condition               |  | 10         
|                             |  | Item 3. |  | Quantitative and Qualitative Disclosures about Market Risk                                          |  | 12         
|Part IIOther Information    |  |        
|                             |  | Item 6. |  | Exhibits and Reports on Form 8-K                                                                    |  | 13         

2

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Great Lakes REIT  Consolidated Balance Sheets (unaudited)  (in thousands, except per share data)

|                                                                                                                                                                                                                                |  | March 31,
2001 |         | December 31,
2000 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | ----------------- | -
|Assets                                                                                                                                                                                                                          |  |                |         |                   |  
|Properties:                                                                                                                                                                                                                     |  |                |         |                   |  
|Land                                                                                                                                                                                                                            |  | $              | 59,436  |                   | $
|Buildings and improvements                                                                                                                                                                                                      |  |                | 427,263 |                   |  
|                                                                                                                                                                                                                                |  |                |         |                   |  
|                                                                                                                                                                                                                                |  |                | 486,699 |                   |  
|Less accumulated depreciation                                                                                                                                                                                                   |  |                | 46,937  |                   |  
|                                                                                                                                                                                                                                |  |                |         |                   |  
|                                                                                                                                                                                                                                |  |                | 439,762 |                   |  
|Cash and cash equivalents                                                                                                                                                                                                       |  |                | 2,043   |                   |  
|Real estate tax escrows                                                                                                                                                                                                         |  |                | 317     |                   |  
|Rents receivable                                                                                                                                                                                                                |  |                | 7,046   |                   |  
|Deferred financing and leasing costs, net of accumulated amortization                                                                                                                                                           |  |                | 7,264   |                   |  
|Goodwill, net of accumulated amortization                                                                                                                                                                                       |  |                | 1,117   |                   |  
|Other assets                                                                                                                                                                                                                    |  |                | 2,409   |                   |  
|                                                                                                                                                                                                                                |  |                |         |                   |  
|Total assets                                                                                                                                                                                                                    |  | $              | 459,958 |                   | $
|                                                                                                                                                                                                                                |  |                |         |                   |  
|Liabilities and shareholders' equity                                                                                                                                                                                            |  |                |         |                   |  
|Bank loan payable                                                                                                                                                                                                               |  | $              | 116,420 |                   | $
|Mortgage loans payable                                                                                                                                                                                                          |  |                | 96,990  |                   |  
|Bonds payable                                                                                                                                                                                                                   |  |                | 4,270   |                   |  
|Accounts payable and accrued liabilities                                                                                                                                                                                        |  |                | 2,898   |                   |  
|Accrued real estate taxes                                                                                                                                                                                                       |  |                | 10,156  |                   |  
|Dividends payable                                                                                                                                                                                                               |  |                | 6,693   |                   |  
|Prepaid rent                                                                                                                                                                                                                    |  |                | 2,703   |                   |  
|Security deposits                                                                                                                                                                                                               |  |                | 1,669   |                   |  
|                                                                                                                                                                                                                                |  |                |         |                   |  
|Total liabilities                                                                                                                                                                                                               |  |                | 241,799 |                   |  
|                                                                                                                                                                                                                                |  |                |         |                   |  
|Minority interests                                                                                                                                                                                                              |  |                | 693     |                   |  
|                                                                                                                                                                                                                                |  |                |         |                   |  
|Preferred shares of beneficial interest ($0.01 par value, 10,000 shares authorized; 1,500 93/4% Series A Cumulative Redeemable shares, with a $25.00 per share Liquidation Preference, issued and
outstanding in 2001 and 2000) |  |                | 37,500  |                   |  
|Common shares of beneficial interest ($0.01 par value, 60,000
shares authorized; 18,275 shares issued in 2001 and 2000)                                                                                                         |  |                | 183     |                   |  
|Paid-in-capital                                                                                                                                                                                                                 |  |                | 234,968 |                   |  
|Retained earnings (deficit)                                                                                                                                                                                                     |  |                | (8,906  | )                 |  
|Employee share loans                                                                                                                                                                                                            |  |                | (20,063 | )                 |  
|Deferred compensation                                                                                                                                                                                                           |  |                | (2,542  | )                 |  
|Treasury shares, at cost (1,543 shares in 2001 and 2000)                                                                                                                                                                        |  |                | (23,674 | )                 |  
|                                                                                                                                                                                                                                |  |                |         |                   |  
|Total shareholders' equity                                                                                                                                                                                                      |  |                | 217,466 |                   |  
|                                                                                                                                                                                                                                |  |                |         |                   |  
|Total liabilities and shareholders' equity                                                                                                                                                                                      |  | $              | 459,958 |                   | $
|                                                                                                                                                                                                                                |  |                |         |                   |  

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

3

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Great Lakes REIT  Consolidated Statements of Income (unaudited)  (In Thousands, except per share data)

|                                                     |  | Three Months Ended March 31,
|---------------------------------------------------- |  | ----------------------------
|
|Revenues:                                            |  |                             
|Rental                                               |  | $                           
|Reimbursements                                       |  |                             
|Parking                                              |  |                             
|Telecommunications                                   |  |                             
|Tenant service                                       |  |                             
|Interest                                             |  |                             
|Other                                                |  |                             
|                                                     |  |                             
|Total revenues                                       |  |                             
|                                                     |  |                             
|Expenses:                                            |  |                             
|Real estate taxes                                    |  |                             
|Other property operating                             |  |                             
|General and administrative                           |  |                             
|Interest                                             |  |                             
|Depreciation and amortization                        |  |                             
|                                                     |  |                             
|Total expenses                                       |  |                             
|                                                     |  |                             
|Income before allocation to minority interests       |  |                             
|Minority interests                                   |  |                             
|                                                     |  |                             
|Net income                                           |  |                             
|Income allocated to preferred shareholders           |  |                             
|                                                     |  |                             
|Net income applicable to common shares               |  | $                           
|                                                     |  |                             
|Earnings per common share  basic                    |  | $                           
|                                                     |  |                             
|Weighted average common shares outstanding  basic   |  |                             
|                                                     |  |                             
|Diluted earnings per common share                    |  | $                           
|                                                     |  |                             
|Weighted average common shares outstanding  diluted |  |                             
|                                                     |  |                             

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

4

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Great Lakes REIT  Consolidated Statement of Changes in Shareholders' Equity (unaudited)  (Dollars in Thousands)

|                                      |  | For the Three Months Ended March 31, 2001 |        
|------------------------------------- |  | ----------------------------------------- | -------
|Preferred Shares                      |  |                                           |        
|Balance at beginning of period        |  | $                                         | 37,500 
|                                      |  |                                           |        
|Balance at end of period              |  |                                           | 37,500 
|Common Shares                         |  |                                           |        
|Balance at beginning of period        |  |                                           | 183    
|Exercise of share options             |  |                                           |       
|                                      |  |                                           |        
|Balance at end of period              |  |                                           | 183    
|Paid-in capital                       |  |                                           |        
|Balance at beginning of period        |  |                                           | 234,959
|Exercise of share options             |  |                                           | 9      
|                                      |  |                                           |        
|Balance at end of period              |  |                                           | 234,968
|Retained earnings (deficit)           |  |                                           |        
|Balance at beginning of period        |  |                                           | (7,176 
|Net income                            |  |                                           | 5,881  
|Distributions/dividends               |  |                                           | (7,611 
|                                      |  |                                           |        
|Balance at end of period              |  |                                           | (8,906 
|Employee share loans                  |  |                                           |        
|Balance at beginning of period        |  |                                           | (20,096
|Repayment of share loans              |  |                                           | 42     
|Exercise of share options             |  |                                           | (9     
|                                      |  |                                           |        
|Balance at end of period              |  |                                           | (20,063
|Deferred compensation                 |  |                                           |        
|Balance at beginning of period        |  |                                           | (2,623 
|Amortization of deferred compensation |  |                                           | 81     
|                                      |  |                                           |        
|Balance at end of period              |  |                                           | (2,542 
|Treasury shares                       |  |                                           |        
|Balance at beginning of period        |  |                                           | (23,674
|                                      |  |                                           |        
|Balance at end of period              |  |                                           | (23,674
|                                      |  |                                           |        
|Total shareholders' equity            |  | $                                         | 217,466
|                                      |  |                                           |        

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

5

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Great Lakes REIT  Consolidated Statements of Cash Flows (unaudited)  (Dollars in Thousands)

|                                                                             |                                                          | Three Months Ended March 31, |         
|---------------------------------------------------------------------------- | -------------------------------------------------------- | ---------------------------- | --------
|
|CASH FLOWS FROM OPERATING ACTIVITIES                                         |                                                          |                              |         
|Net income                                                                   |                                                          | $                            | 5,881   
|Adjustments to reconcile net income to cash
 flows from operating activities |                                                          |                              |         
|                                                                             | Depreciation and amortization                            |                              |         
|                                                                             | Other non cash items                                     |                              |         
|Net changes in assets and liabilities:                                       |                                                          |                              |         
|                                                                             | Rents receivable                                         |                              |         
|                                                                             | Real estate tax escrows and other assets                 |                              |         
|                                                                             | Accounts payable, accrued expenses and other liabilities |                              |         
|                                                                             | Accrued real estate taxes                                |                              |         
|                                                                             | Payment of deferred leasing costs                        |                              |         
|                                                                             |                                                          |                              |         
|Net cash provided by operating activities                                    |                                                          |                              | 6,187   
|                                                                             |                                                          |                              |         
|CASH FLOWS FROM INVESTING ACTIVITIES                                         |                                                          |                              |         
|Purchase of properties                                                       |                                                          |                              | (25,979 
|Additions to buildings and improvements                                      |                                                          |                              | (3,618  
|Other investing activities                                                   |                                                          |                              | (263    
|                                                                             |                                                          |                              |         
|Net cash used by investing activities                                        |                                                          |                              | (29,860 
|                                                                             |                                                          |                              |         
|CASH FLOWS FROM FINANCING ACTIVITIES                                         |                                                          |                              |         
|Proceeds from exercise of share options                                      |                                                          |                              | 41      
|Proceeds from bank and mortgage loans payable                                |                                                          |                              | 144,419 
|Distributions/dividends paid                                                 |                                                          |                              | (918    
|Distributions to minority interests                                          |                                                          |                              |        
|Purchase of minority interests                                               |                                                          |                              |        
|Purchase of treasury shares                                                  |                                                          |                              |        
|Payment of bank and mortgage loans and bonds                                 |                                                          |                              | (117,650
|Payment of deferred financing costs                                          |                                                          |                              | (961    
|                                                                             |                                                          |                              |         
|Net cash used by financing activities                                        |                                                          |                              | 24,931  
|                                                                             |                                                          |                              |         
|Net increase (decrease) in cash and cash equivalents                         |                                                          |                              | 1,258   
|Cash and cash equivalents, beginning of year                                 |                                                          |                              | 785     
|                                                                             |                                                          |                              |         
|Cash and cash equivalents, end of period                                     |                                                          | $                            | 2,043   
|                                                                             |                                                          |                              |         
|Supplemental disclosure of cash flow:                                        |                                                          |                              |         
|Interest paid                                                                |                                                          | $                            | 3,950   
|                                                                             |                                                          |                              |         
|Non cash financing transactions:                                             |                                                          |                              |         
|Employee share loans                                                         |                                                          | $                            | 8       
|                                                                             |                                                          |                              |         
|Increase in preferred dividends payable                                      |                                                          |                              |        
|                                                                             |                                                          |                              |         

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

6

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Great Lakes REIT  Notes to Consolidated Financial Statements  Dollars in thousands, except per share data  (Unaudited)

1.  Basis of Presentation

Great Lakes REIT, a Maryland real estate investment trust, (the "Company"), was formed in 1992 to invest in income-producing real property. The principal
business of the Company is the ownership, management, leasing, renovation and acquisition of suburban office properties primarily located in the Midwest. At March 31, 2001, the Company owned
and operated 36 properties primarily located in suburban areas of Chicago, Detroit, Milwaukee, Denver, Cincinnati, Columbus and Minneapolis. The Company leases office space to over 500 tenants
that are engaged in a variety of businesses.

The
consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and controlled partnership. Intercompany accounts and transactions have
been eliminated in consolidation.

The
accompanying consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all information and
footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. These statements should be read in
conjunction with the Company's most recent year-end audited financial statements contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 2000, (the "2000 10-K"). In the opinion of management, the financial statements contain all adjustments (which are normal and recurring) necessary for a fair statement
of financial results for the interim periods. For further information, refer to the consolidated financial statements and notes thereto included in the 2000 10-K.

2.  Derivatives and Hedging Activities

In June 1998, the Financial Accounting Standards Board issued Statement No. 133, Accounting for Derivatives and Hedging Activities, and its
amendments, Statements 137 and 138, in June 1999 and June 2000, respectively. The Statement requires the Company to recognize all derivatives on its balance sheet at fair value effective
January 1, 2001. Derivatives that are not hedges must be adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of
the derivatives are either offset against the change in fair value of the assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income until the hedged item is
recognized in earnings. The ineffective portion of a derivative's change in fair value will be immediately recognized in earnings.

The
Company purchased an interest rate cap agreement to hedge its exposure to increases in interest costs under its variable rate debt. The Company is exposed to credit loss in the
event of non-performance by counterparties under the agreement, but the Company does not expect non-performance by any of these counterparties. The amount of such exposure is
generally limited to the amount of any payments due but not yet received from the counterparty.

At
March 31, 2001, the fair value of the interest rate cap agreement approximated its book value so the implementation of this new policy did not have a significant impact on
the earnings or financial position of the Company.

3.  Segment Information

The Company has two reportable segments distinguished by property type. The property types are office, (89%) and office/service center (11%) (as measured by
square feet) of the Company's overall

7

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portfolio, respectively. As of March 31, 2001, the properties were leased to more than 500 tenants, no single tenant accounted for more than 5% of the aggregate annualized base rent of the
Company's portfolio and only 20 tenants individually represented more than 1% of such aggregate annualized base rent.

The
Company evaluates performance and makes investment decisions in part based on net operating income, which is property revenues (rental and reimbursement income) less property
operating expenses and real estate taxes. Net operating income is a widely recognized industry measure of a property's performance.

Following
is a summary report of segment information for the three months ended March 31, 2001 and 2000.

For the three months ended
March 31,2001

2000RevenuesOffice

$
23,023

$
22,302Office/service center


1,569


1,734Deferred rental revenues





Interest and other


389


443Total

$
24,981

$
24,479Net operating incomeOffice

$
13,730

$
12,966Office/service center


1,021


1,112Total

$
14,751

$
14,078Depreciation and amortizationOffice

$
4,013

$
3,645Office/service center


313


348Other


125


134Total

$
4,451

$
4,127Interest expenseOffice

$
3,258

$
3,371Office/service center


248


375Total

$
3,506

$
3,746Additions to propertiesOffice

$
29,045

$
2,684Office/service center


552


121Other





24Total

$
29,597

$
2,829Income before allocation to minority interestsOffice

$
6,458

$
5,950Office/service center


460


389Deferred rental revenues





Interest and other income


389


443General and administrative


(1,287
)

(1,105
)Other depreciation


(125
)

(134
)Income before allocation to minority interests

$
5,895

$
5,543


8

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Following is a summary of segment assets at March 31, 2001 and December 31, 2000:

March 31, 2001

December 31, 2000AssetsOffice

$
420,099

$
394,972Office/service center


25,098


24,782Other


14,761


11,856Total

$
459,958

$
431,610


4.  Long-Term Debt

On March 23, 2001, the Company entered into a credit agreement that provides for a new unsecured credit facility to replace the Company's existing
$150,000 unsecured credit facility scheduled to mature in April 2001. The new unsecured credit facility matures on March 23, 2004 and also has a maximum amount available of $150,000. The
interest rate on borrowings under the new credit facility is LIBOR plus 1.0% to 1.2% depending on overall Company leverage. The new credit facility contains typical financial covenants, including
requirements for a minimum tangible net worth, maximum liabilities to asset values, debt service requirements, maximum liabilities to asset values, debt service coverage and net property operating
income. The new credit facility also contains restrictions on, among other things, indebtedness, investments, dividends, liens, mergers and development activities.

5.  Property Acquisitions

On March 1, 2001, the Company acquired 1600 Corporate Center, a 252,000 square foot multi-story office building located in Rolling Meadows, Illinois,
for a contract price of $26,000.

6.  Restricted Share Grants

On June 1, 2000, the Company issued 200,000 restricted common shares to certain officers and employees. The shares vest ten years from the date of
issuance provided the recipient is still employed by the Company, but may vest earlier in increments during the period ending December 31, 2002 subject to the Company achieving certain
performance objectives. Upon a change in control of the Company, up to 100,000 of the restricted shares issued to certain officers of the Company vest immediately. The total fair value of the
restricted shares at the date of issuance ($3,138) is being amortized into expense over ten years on a straight-line basis, subject to adjustment when the Company determines that it is
probable to achieve certain performance objectives which accelerate the full or partial vesting of the shares. The Company recorded compensation expense of $78 for the period ended March 31,
2001.

7.  Commitments and Contingencies

In 2000, the Company entered into a contract to acquire a 99,500 square foot office building currently under construction in suburban Milwaukee for a contract
price of $8,500. The total investment in this property, including tenant improvements, is expected to be $11,700. The Company has guaranteed a letter of credit in the amount of $2,000 to secure its
obligations related to this property.

9

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ITEM 2.  Management's Discussion and Analysis of Results of Operations and Financial Condition
(Dollars in thousands)

The following is a discussion and analysis of the consolidated financial condition and results of operations for the three months ended March 31, 2001.
The following should be read in conjunction with the consolidated financial statements and related notes appearing elsewhere herein and the consolidated financial statements and related notes
contained in the 2000 10-K.

Overview

The principal business of the Company is the ownership, management, leasing, renovation, and acquisition of suburban office properties located primarily in the
Midwest. At March 31, 2001, the Company owned and operated 36 properties primarily located in suburban areas of Chicago, Detroit, Milwaukee, Columbus, Minneapolis, Denver and Cincinnati. The
Company leases space to over 500 tenants that are engaged in a variety of businesses.

Three
months ended March 31, 2001 compared to three months ended March 31, 2000.

In
analyzing the operating results for the quarter ended March 31, 2001, the changes in rental and reimbursement income, real estate taxes, and other property operating
expenses from 2000 are due principally to: (i) the addition of a full year's operating results in 2001 of properties acquired in 2000 compared to the partial year's operating results from the
dates of their respective acquisitions in 2000, (ii) the addition of operating results of the property acquired in 2001 from the date of its acquisition (iii) the effect of property
dispositions in 2000 and (iv) improved operations of properties during 2001 compared to 2000.

|                                                                    |  | Rental
income |   | Reimbursement
income |   | Real estate
taxes |   | Property
operating
expenses |  
|------------------------------------------------------------------- |  | ------------- | - | -------------------- | - | ----------------- | - | --------------------------- | -
|Increase due to inclusion of results of
properties acquired in 2000 |  | 306           |   | 256                  |   | 114               |   | 154                         |  
|Increase due to 2001 acquisition                                    |  | 225           |   | 180                  |   | 115               |   | 41                          |  
|Effect of property dispositions in 2000                             |  | (363          | ) | (29                  | ) | (50               | ) | (34                         | )
|Increase (decrease) in 2001 as compared to 2000                     |  | 327           |   | (583                 | ) | (274              | ) | (182                        | )
|                                                                    |  |               |   |                      |   |                   |   |                             |  
|Total                                                               |  | 495           |   | (176                 | ) | (95               | ) | (21                         | )
|                                                                    |  |               |   |                      |   |                   |   |                             |  

Telecommunications
income increased by $37 during the quarter ended March 31, 2001 as compared to 2000 as the Company signed additional license agreements during 2001.

Tenant
service income increased to $80 in the quarter ended March 31, 2001 as a result of the Company's initiative to increase this income, which commenced in
mid-2000.

Interest
income increased by $67 during the quarter ended March 31, 2001, as compared to 2000 due to higher employee share loans receivable in 2001.

General
and administrative expenses increased by $182 during the quarter ended March 31, 2001 as compared to 2000 due to the amortization expense associated with the restricted
share program ($79), increases in certain insurance costs ($38) and increases caused by timing of the payment of certain audit and legal fees ($55).

Interest
expense declined by $240 during the quarter ended March 31, 2001 as compared to 2000 as the Company had lower average amounts outstanding under its unsecured credit
facility as well as lower interest rates on its unsecured credit facility in 2001.

Depreciation
and amortization expenses increased by $324 during the quarter ended March 31, 2001 as compared to 2000 because the Company had a gross book value of depreciable
assets of $427,263 at March 31, 2001 as compared to $412,755 at March 31, 2000.

Liquidity and Capital Resources

The Company expects to meet its short-term liquidity requirements principally through its working capital and net cash provided by operating
activities. The Company considers its cash provided by

10

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operating activities to be adequate to meet operating requirements and to fund the payment of dividends in order to comply with certain federal income tax requirements applicable to real estate
investment trusts ("REITs").

On
March 23, 2001, the Company entered into a credit agreement that provides for a new unsecured credit facility to replace the Company's $150,000 unsecured credit facility
that was scheduled to mature in April 2001. The new unsecured credit facility matures on March 23, 2004 and also has a maximum amount available of $150,000. Borrowings under the new
credit facility bear interest at LIBOR plus 1.0% to 1.2%, depending on overall Company leverage. The new credit facility contains typical financial covenants, including requirements for a minimum
tangible net worth, maximum liabilities to asset values, debt service coverage and net property operating income. The new credit facility also contains restrictions on, among other things,
indebtedness, investments, dividends, liens, mergers and development activities.

The
Company expects to meet its liquidity requirements for property acquisitions and significant capital improvements through property dispositions and additional borrowings under its
new unsecured credit facility. The Company had $33,580 available for future borrowings under this credit facility at March 31, 2001.

The
Company expects to meet its long-term liquidity requirements (such as scheduled mortgage debt maturities, property acquisitions and significant capital improvements)
through long-term collateralized and uncollateralized borrowings, the issuance of debt or equity securities and targeted property dispositions.

The
Company entered into a contract in 2000 to acquire a 99,500 square foot office building currently under construction in suburban Milwaukee for a contract price of $8,500. The
total investment in this property, including tenant improvements, is expected to be $11,700. The Company expects to acquire this property in early 2002. The Company has guaranteed a letter of credit
in the amount of $2,000 to secure its obligations related to this property.

In
January 2001, the Company entered into an option agreement under which the Company may elect to acquire approximately 23 acres of land in Englewood, Colorado for a purchase
price of approximately $8,500. The Company has the option to acquire the land in two phases in July 2001 and July 2002. Under current zoning, the Company may construct or cause to be
constructed up to 400,000 square feet of office space on this site. The Company has not determined if it will proceed with the land purchase.

Forward-Looking Statements

Statements regarding the Company's liquidity requirements and certain other statements in this report are "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. The words "believe," "expect," "anticipate" and similar expressions identify forward-looking statements. Although the Company believes that the
expectations reflected in these forward-looking statements are based on reasonable assumptions, there can be no assurance that such expectations will be met. Various factors could cause actual results
to differ materially from the Company's expectations, including the following: changes in general economic conditions and the failure of the economy to recover timely from the current downturn;
changes in the economic conditions affecting industries in which the Company's principal tenants operate; the Company's ability to timely lease or re-lease space at current or anticipated
rents; changes in operating costs, including utility costs and real estate taxes; the Company's ability to attract and retain high-quality personnel at a reasonable cost in a highly
competitive labor environment; the Company's ability to complete current and future development projects on schedule and on budget; and the demand for office space in the markets in which the Company
has a presence. Many of these factors are beyond the Company's ability to control or predict. Forward-looking statements are not guarantees of performance. For forward-looking statements made in this
report, the Company claims the protection of the safe harbor for forward-looking statements made in the Private Securities Litigation Reform Act of 1995. The Company assumes no obligation to update or
supplement forward-looking statements.

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ITEM 3.  MARKET RISK (Dollars in thousands)

The Company's interest income is sensitive to changes in the general levels of U.S. short-term interest rates.

The
Company's interest expense is sensitive to changes in the general level of U.S. short-term and long-term interest rates as the Company has outstanding
indebtedness at fixed and variable rates.

The
Company's variable rate debt bears interest at LIBOR plus 1% to 1.2% per annum depending on overall Company leverage. Increases in LIBOR rates would increase the Company's
interest expense and reduce its cash flow. Conversely, declines in LIBOR rates would decrease its interest expense and increase its cash flow. In 1999, the Company entered into an interest rate cap
agreement whereby the LIBOR rate on $50,000 of its variable rate debt is limited to a maximum of 6% until June 2001, thereby limiting the interest rate on that portion of the Company's
unsecured credit facility to 7.0% to 7.2%.

At
March 31, 2001, the Company had $96,990 of fixed rate debt outstanding at an average rate of 6.97%. If the general level of interest rates in the United States were to fall,
the Company would not likely have the opportunity to refinance this fixed rate debt at lower interest rates due to prepayment restrictions and penalties on its fixed rate debt.

In
general, the Company believes long-term fixed rate debt is preferable as a financing vehicle for its operations due to the long-term fixed contractual
rental income the Company receives from its tenants. As a result, 45% of the Company's long-term debt outstanding at March 31, 2001 is at fixed rates. The Company may, as market
conditions warrant, enter into additional fixed rate long-term debt instruments on either a secured or unsecured basis.

A
tabular presentation of interest rate sensitivity is as follows:

Interest Rate Sensitivity  Principal Amount by Expected Maturity  Average Interest Rate

|              |                           | 2001(1) |   | 2002  |   | 2003 |       | 2004 |   | 2005   |   | Thereafter |       
|------------- | ------------------------- | ------- | - | ----- | - | ---- | ----- | ---- | - | ------ | - | ---------- | ------
|Liabilities:  |                           |         |   |       |   |      |       |      |   |        |   |            |       
|Fixed Rate    |                           |         |   |       |   |      |       |      |   |        |   |            |       
|              | Mortgage loans payable    |         | $ | 2,180 |   | $    | 2,831 |      | $ | 13,882 |   | $          | 5,440 
|              | Average interest rate     |         |   | 6.97  | % |      | 6.97  | %    |   | 7.06   | % |            | 7.86  
|Fixed Rate    |                           |         |   |       |   |      |       |      |   |        |   |            |       
|              | Bank loan payable         |         |   |       |   |      |       |      |   |        |   | $          | 50,000
|              | Average interest rate(2)  |         |   |       |   |      |       |      |   |        |   |            |       
|Variable Rate |                           |         |   |       |   |      |       |      |   |        |   |            |       
|              | Bank loan payable         |         |   |       |   |      |       |      |   |        |   | $          | 66,420
|              | Average interest rate (3) |         |   |       |   |      |       |      |   |        |   |            |       
|              | Bonds payable             |         | $ | 310   |   | $    | 340   |      | $ | 375    |   | $          | 415   
|              | Average interest rate     |         |   | (4    | ) |      | (4    | )    |   | (4     | ) |            | (4    

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Part II Other Information

Item 6.  Exhibits and Reports on Form 8-K

The
following exhibits are attached hereto:

|Exhibit
Number |  | Description of Document
|-------------- |  | -----------------------

None

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SIGNATURES

Pursuant to the requirements 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.



|                   |  |                                                                                                  
|------------------ |  | -------------------------------------------------------------------------------------------------
|Date: June 6, 2001 |  | /s/ James HicksChief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

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