SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

              /X/ Quarterly Report Pursuant to Section 13 OR 15(d)
                     of the Securities Exchange Act of 1934

                  For the quarterly period ended June 30, 1999

                                       OR

              / /Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                         Commission file number: 1-14307

                                Great Lakes REIT

             (Exact name of Registrant as specified in its Charter)

                               Maryland 36-4238056
         (State or other jurisdiction (IRS employer identification no.)
                        of incorporation or organization)


               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)


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, outstanding as of August 2, 1999: 16,635,568


<PAGE>


                                Great Lakes REIT
                               Index to Form 10-Q
                                  June 30, 1999

                                                                     Page Number

Part I - Financial Information
         Item 1.      Financial Statements (unaudited):

                      Consolidated Balance Sheets
                      as of June 30, 1999
                      and December 31, 1998                                   4

                      Consolidated Statements of Income
                      for the three months
                      ended June 30, 1999 and 1998                            5

                      Consolidated Statements of Income
                      for the six months
                      ended June 30, 1999 and 1998                            6

                      Consolidated Statement of Changes
                      in Shareholders' Equity
                      for the six months ended June 30, 1999                  7

                      Consolidated Statements of Cash Flows
                      for the six months
                      ended June 30, 1999 and 1998                            8

                      Notes to Consolidated Financial Statements              9

         Item 2.      Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                    11

         Item 3.      Quantitative and Qualitative Disclosures about Market
                      Risk                                                   14

Part II - Other Information

         Item 2.      Changes in Securities                                  16

         Item 4.      Submission of Matters to a Vote of Security Holders    16

         Item 6.      Exhibits and Reports on Form 8-K                       16


<PAGE>

<TABLE>
<CAPTION>


Great Lakes REIT
Consolidated Balance Sheets (unaudited)
(Dollars in Thousands)                                                          June 30,     December 31,
                                                                             ------------------------------
                                                                                   1999           1998
                                                                                   ----           ----

<S>                                                                                <C>          <C>
Assets
Properties:
Land ...........................................................................   $  58,445    $  60,960
Buildings, improvements, and equipment .........................................     405,132      388,068
                                                                                   ---------    ---------
                                                                                     463,577      449,028
Less accumulated depreciation ..................................................      28,149       22,166
                                                                                   ---------    ---------
                                                                                     435,428      426,862
Cash and cash equivalents ......................................................      13,286        2,466
Real estate tax escrows ........................................................         209          619
Rents receivable ...............................................................       5,047        5,021
Deferred financing and leasing costs, net of accumulated amortization ..........       6,222        6,067
Goodwill, net of accumulated amortization ......................................       1,247        1,284
Other assets ...................................................................       1,512        1,370
                                                                                   ---------    ---------

Total assets ...................................................................   $ 462,951    $ 443,689
                                                                                   =========    =========

Liabilities and shareholders' equity

Bank loan payable ..............................................................   $ 112,066    $  84,291
Mortgage loans payable .........................................................     101,293      104,532
Bonds payable ..................................................................       4,550        4,800
Accounts payable and accrued liabilities .......................................       3,998        4,338
Accrued real estate taxes ......................................................      10,338       11,149
Prepaid rent ...................................................................       3,660        3,220
Security deposits ..............................................................       1,088        1,107
                                                                                    ---------   ---------

Total liabilities ..............................................................     236,993      213,437
                                                                                    ---------   ---------

Minority interests .............................................................         940        1,165
                                                                                    ---------   ---------

Preferred shares of beneficial interest ($0.01 par value, ......................      37,500       37,500
 10,000,000 shares authorized; 1,500,000 9 3/4% Series A
 Cumulative  Redeemable shares, with a $25.00 per share Liquidation  Preference,
 issued and outstanding in 1999 and 1998)
Common shares of beneficial interest ($0.01 par value, .........................         178          175
 60,000,000 shares authorized; 17,765,053 and 17,513,578
 shares issued in 1999 and 1998, respectively)
Paid-in-capital ................................................................     227,182      223,414
Retained earnings (deficit) ....................................................      (6,966)      (8,790)
Employee share purchase loans ..................................................     (15,658)     (11,967)
Deferred compensation ..........................................................         (31)         (44)
Treasury shares, at cost (1,129,485 and 743,184 shares in ......................     (17,187)     (11,201)
1999 and 1998, respectively)
                                                                                    ---------    --------

Total shareholders' equity .....................................................     225,018      229,087
                                                                                    ---------    --------

Total liabilities and shareholders' equity .....................................   $ 462,951    $ 443,689
                                                                                   =========    =========
</TABLE>
The accompanying notes are an integral part of these financial statements

<PAGE>


Great Lakes REIT
Consolidated Statements of Income (unaudited)
(Dollars in Thousands, except per share data)
                                                     Three months ended June 30,
                                                     ---------------------------
                                                             1999           1998
                                                             ----           ----

Revenues:
Rental .............................................   $    18,618   $    15,240
Reimbursements......................................         5,032         4,082
Interest and other .................................           274           168
                                                       -----------   -----------
Total revenues .....................................        23,924        19,490
                                                       -----------   -----------

Expenses:
Real estate taxes ..................................         4,521         3,012
Other property operating ...........................         5,890         5,088
General and administrative .........................         1,050         1,152
Interest ...........................................         3,479         2,878
Depreciation and amortization ......................         4,028         3,182
                                                        ----------   -----------

Total expenses .....................................        18,968        15,312
                                                        ----------   -----------

Income before gain on sale of properties ...........         4,956         4,178

Gain on sale of properties, net ....................         4,858
                                                        ----------   -----------

Income before allocation to minority interests .....         9,814         4,178

Minority interests .................................            33            17
                                                        ----------   -----------

Net income .........................................         9,781         4,161

Income allocated to preferred shareholders .........           914
                                                        ----------   -----------

Net income applicable to common shares .............   $     8,867   $     4,161
                                                       ===========   ===========

Earnings per common share - basic ..................   $      0.54   $      0.24
                                                       ===========   ===========

Weighted average common shares outstanding - basic .    16,491,029    17,267,562
                                                       ===========   ===========

Diluted earnings per common share ..................   $      0.54   $      0.24
                                                       ===========   ===========

Weighted average common shares outstanding - diluted    16,572,151    17,499,578
                                                       ===========   ===========


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

<PAGE>


Great Lakes REIT
Consolidated Statements of Income (unaudited)
(Dollars in Thousands, except per share data)
                                                       Six months ended June 30,
                                                       -------------------------
                                                             1999          1998
                                                             ----          ----

Revenues:
Rental .............................................   $    36,142   $    28,169
Reimbursements .....................................        10,001         7,847
Interest and other .................................           519           277
                                                       -----------   -----------

Total revenues .....................................        46,662        36,293
                                                       -----------   -----------

Expenses:
Real estate taxes ..................................         8,146         5,740
Other property operating ...........................        12,013         9,317
General and administrative .........................         2,214         2,250
Interest ...........................................         6,755         4,913
Depreciation and amortization ......................         7,749         5,921
                                                       -----------   -----------

Total expenses .....................................        36,877        28,141
                                                       -----------   -----------

Income before gain on sale of properties ...........         9,785         8,152

Gain on sale of properties, net ....................         4,858
                                                       -----------   -----------

Income before allocation to minority interests .....        14,643         8,152

Minority interests .................................            49            23
                                                       -----------   -----------

Net income .........................................        14,594         8,129

Income allocated to preferred shareholders .........         1,828
                                                       -----------   -----------

Net income applicable to common shares .............   $    12,766   $     8,129
                                                       ===========   ===========

Earnings per common share - basic ..................   $      0.77   $      0.49
                                                       ===========   ===========

Weighted average common shares outstanding - basic .    16,532,589    16,563,941
                                                       ===========   ===========

Diluted earnings per common share ..................   $      0.77   $      0.48
                                                       ===========   ===========

Weighted average common shares outstanding - diluted    16,613,711    16,820,069
                                                       ===========   ===========


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

<PAGE>


Great Lakes REIT
Consolidated Statement of Changes in Shareholders' Equity (unaudited)
For the Six Months Ended June 30, 1999
(Dollars in Thousands)

                                                                         1999
                                                                      ---------
Preferred Shares
Balance at beginning of period ..............................         $  37,500
Proceeds from the sale of preferred shares ..................              --
                                                                      ---------
Balance at end of period ....................................            37,500

Common Shares
Balance at beginning of period ..............................               175
Exercise of share options ...................................                 3
                                                                      ---------
Balance at end of period ....................................               178

Paid-in capital
Balance at beginning of period ..............................           223,414
Exercise of share options ...................................             3,768
                                                                      ---------
Balance at end of period ....................................           227,182

Retained earnings (deficit)
Balance at beginning of period ..............................            (8,790)
Net income ..................................................            14,594
Distributions/dividends .....................................           (12,770)
                                                                      ---------
Balance at end of period ....................................            (6,966)

Employee share purchase loans
Balance at beginning of period ..............................           (11,967)
Exercise of share options ...................................            (3,691)
                                                                      ---------
Balance at end of period ....................................           (15,658)

Deferred compensation
Balance at beginning of period ..............................               (44)
Amortization of deferred compensation .......................                13
                                                                      ---------
Balance at end of period ....................................               (31)

Treasury shares
Balance at beginning of period ..............................           (11,201)
Purchase of treasury shares .................................            (5,986)
                                                                      ---------
Balance at end of period ....................................           (17,187)
                                                                      ---------
Total shareholders' equity ..................................         $ 225,018
                                                                      =========

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

<PAGE>

<TABLE>
<CAPTION>


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


                                                                                                       Six Months Ended June 30,
                                                                                                       -------------------------
                                                                                                       1999                  1998
                                                                                                       ----                  ----


<S>                                                                                                 <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ............................................................................             $ 14,594              $   8,129
Adjustments to reconcile net income to cash
     flows from operating activities
   Depreciation and amortization ......................................................                7,749                  5,921
   Gain on sale of properties .........................................................               (4,858)
   Other non-cash items ...............................................................                   62                     37
Net changes in assets and liabilities:
   Rents receivable ...................................................................                  (26)                  (636)
   Real estate tax escrows and other assets ...........................................                  631                    287
   Accounts payable, accrued expenses & other liabilities .............................                  (59)                 1,710
   Accrued real estate taxes ..........................................................                 (811)                 1,518
   Payment of deferred leasing costs ..................................................               (1,142)                (1,347)
                                                                                                    --------              ---------

Net cash provided by operating activities .............................................               16,140                 15,619


CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of properties ................................................................              (19,634)               (96,475)
Additions to buildings, improvements and equipment ....................................               (6,110)                (5,825)
Proceeds from property sales, net .....................................................               13,458
Other investing activities ............................................................                 (362)                 1,210
                                                                                                     --------             ---------
Net cash used by investing activities .................................................              (12,648)              (101,090)
                                                                                                     --------             ---------
Proceeds from sale of common  and preferred shares ....................................                 --                   22,500
Payment of share offering costs .......................................................                 --                   (1,475)
Proceeds from exercise of share options ...............................................                   80                     12
Proceeds from bank and mortgage loans payable .........................................               27,775                149,385
Distributions / dividends paid ........................................................              (12,628)                (9,970)
Distributions to minority interests ...................................................                  (18)                  --
Purchase of minority interests ........................................................                 (256)                  --
Purchase of treasury shares ...........................................................               (5,986)                  --
Payment of bank and mortgage loans and bonds ..........................................               (1,410)               (72,927)
Payment of deferred financing costs ...................................................                 (229)                  (875)
                                                                                                     --------             ---------
Net cash provided by financing activities .............................................                7,328                 86,650
                                                                                                     --------             ---------
Net increase (decrease) in cash and cash equivalents ..................................               10,820                  1,179
Cash and cash equivalents, beginning of year ..........................................                2,466                  1,437
                                                                                                     --------             ---------
Cash and cash equivalents, end of quarter .............................................             $ 13,286              $   2,616
                                                                                                    ========              =========

Supplemental disclosure of cash flow:
Interest paid .........................................................................             $  6,718              $   4,442
                                                                                                    ========              =========


Non-cash financing transactions:
Employee share purchase loans .........................................................             $  3,702              $   6,197
                                                                                                    ========              =========
Mortgage assumed by purchaser of property .............................................             $  2,079
                                                                                                    ========              =========
Increase in preferred dividends payable ...............................................             $    142
                                                                                                    ========              =========

Issuance of shares and units to acquire properties ....................................                                   $     887
                                                                                                    ========              =========

Mortgages assumed to acquire properties ...............................................                                   $  12,435
                                                                                                    ========              =========

</TABLE>

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

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

1.       Basis of Presentation

Great   Lakes   REIT  (the   "Company")   was   formed  in  1992  to  invest  in
income-producing  real  property.  In  1998,  the  Company  changed  its form of
organization  from a Maryland  corporation to a Maryland real estate  investment
trust.  The  principal  business  of the Company is the  ownership,  management,
leasing,  renovation  and  acquisition  of suburban  office and  service  center
properties primarily located in the Midwest. At June 30, 1999, the Company owned
and  operated 38  properties  primarily  located in  suburban  areas of Chicago,
Detroit, Milwaukee,  Columbus,  Minneapolis,  Denver and Cincinnati. The Company
leases office and service center  properties to over 550 tenants who are engaged
in a variety  of  businesses.  The  Company  conducts  substantially  all of its
operations  through  Great  Lakes  REIT,  L.P.  of which the Company is the sole
general partner.

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,  1998 (the  "1998
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 1998 10-K.

2.       Segment Information

The Company has three  reportable  segments  distinguished by property type. The
property  types are  office,  office/service  center,  and  industrial,  and are
primarily  located in the Midwest.  As of June 30,  1999,  the  properties  were
leased to more than 550 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 allocates  resources  based on property
revenues (rental and reimbursement  income) less property operating expenses and
real estate taxes to arrive at net operating income.  Net operating income is an
industry measure of a property's performance.

The following table summarizes the Company's  segment  information for the three
and six months ended June 30, 1999 and 1998.

<TABLE>
<CAPTION>

                                               For the six  months ended              For the three months ended
                                                        June 30,                                 June 30,
                                                1999               1998                1999                1998
<S>                                           <C>                <C>                 <C>                <C>
Revenues
Office                                         $42,490             $31,617             $21,828            $17,071
Office/service center                            3,318               3,587               1,699              1,775
Industrial                                         172                 164                  33                 89
Deferred rental revenues                           163                 648                  90                387
Interest and other                                 519                 277                 274                168
                                                   ---                 ---                 ---                ---
  Total                                        $46,662             $36,293             $23,924            $19,490
                                               =======             =======             =======            =======

Net operating income
Office                                         $23,663             $17,751             $12,010             $9,515
Office/service center                            2,017               2,479               1,105              1,266
Industrial                                         141                  81                  34                 54
                                                   ---                  --                  --                 --
  Total                                        $25,821             $20,311             $13,149            $10,835
                                               =======             =======             =======            =======

Depreciation
and amortization
Office                                          $6,860              $4,908              $3,579             $2,709
Office/service center                              614                 538                 316                275
Industrial                                          33                  43                   7                 19
Other                                              242                 432                 126                179
                                                   ---                 ---                 ---                ---
  Total                                         $7,749              $5,921              $4,028             $3,182
                                                ======              ======              ======             ======

Interest expense
Office                                          $5,987              $4,261              $3,097             $2,516
Office/service center                              698                 548                 367                307
Industrial                                          70                 104                  15                 55
                                                    --                 ---                  --                 --
  Total                                         $6,755              $4,913              $3,479             $2,878
                                                ======              ======              ======             ======




Additions to properties
Office                                         $25,163            $115,103             $21,743            $89,761
Office/service center                              505                 469                 316                137
Industrial                                          36
Other                                               40                  50                  24                 18
                                                    --                  --                  --                 --
  Total                                        $25,744            $115,622             $22,083            $89,916
                                               =======            ========             =======            =======

</TABLE>


Income before allocation to minority interests and
gains on sale of properties

<TABLE>
<CAPTION>
                                                For the six months ended               For the three months ended
                                                       June 30,                                 June 30,
                                                ------------------------               --------------------------
                                                1999                 1998                1999               1998
<S>                                            <C>                  <C>                 <C>                <C>
Office                                         $10,816              $8,582              $5,334             $4,290
Office/service center                              705               1,393                 422                684
Industrial                                          38                (66)                  12               (20)
Deferred rental revenues                           163                 648                  90                387
Interest and other income                          519                 277                 274                168
General and administrative                     (2,214)             (2,250)             (1,050)            (1,152)
Other depreciation                               (242)               (432)               (126)              (179)
                                                   ---                 ---                 ---                ---
Total                                           $9,785              $8,152              $4,956             $4,178
                                                ======              ======              ======             ======

</TABLE>

Following is a summary of segment assets at June 30, 1999
and December 31, 1998:
                                              June 30,         December 31,
                                            -------------------------------
                                                1999                1998
Assets
Office                                        $406,932            $394,607
Office/service center                           31,317              31,841
Industrial                                                           3,949
Other                                           24,702              13,292
                                            -------------------------------
Total                                         $462,951            $443,689
                                            ===============================

3.       Property Acquisition

On May 11, 1999, the Company  acquired  Burlington  Office Center located in Ann
Arbor,  Michigan for a contract  price of $19,650.  The property  contains three
multi-story office buildings totaling 178,000 square feet.

4.       Property Dispositions

On April 21, 1999, the Company sold its Elgin,  Illinois property for a contract
price of $4,700  (including the assumption of $2,079 of mortgage debt) resulting
in a gain on sale of $658.  The  proceeds  from  this sale  were  reinvested  in
Burlington Office Center in a tax-deferred exchange (see note 3).

On June 30, 1999 the Company sold its 2800 River Road,  Des  Plaines,  Illinois,
and 1251 Plum Grove Road, Schaumburg,  Illinois, properties for a total contract
price of  $11,600  resulting  in a total  gain on sale of $ 4,848.  The  Company
expects to sell its Markham, Illinois property in the third or fourth quarter of
1999 at a  disposition  price ($514) that is less than the net book value of the
property.  Accordingly,  the Company has recorded an anticipated loss on sale of
this property in an amount of $648 at June 30, 1999.

The  Company  has signed a contract  to sell its 565  Lakeview  Parkway,  Vernon
Hills, Illinois property for $8,800 and expects to close this transaction in the
third or fourth quarter of 1999.

5.       Long-term Debt

As of June 30, 1999, the Company has entered into an interest rate cap agreement
with a major  financial  institution  whereby  the  Company  limited  the  LIBOR
interest  rate on $50,000 of its variable rate debt to no more than 6% per annum
until June 2001. The cost of this agreement to the Company was $209 and is being
amortized to expense over the period of the agreement (24 months).

6.       Commitments

The Company has committed to acquire, upon completion,  an office building under
construction in Pewaukee, Wisconsin for a maximum contract price of $11,400. The
Company  expects to close this  acquisition in November or December of 1999. The
Company has issued a $500 letter of credit as a deposit  towards the purchase of
this property.

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

The  following  is a  discussion  and  analysis  of the  consolidated  financial
condition and results of operations  for the three and six months ended June 30,
1999.  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 1998 10-K.

Overview

The principal  business of the Company is the  ownership,  management,  leasing,
renovation,  and acquisition of suburban office properties  primarily located in
the Midwest.  At June 30,  1999,  the Company  owned and operated 38  properties
primarily located in suburban areas of Chicago,  Detroit,  Milwaukee,  Columbus,
Minneapolis, Denver and Cincinnati. The Company leases space to over 550 tenants
who are engaged in a variety of businesses.

The Company  expanded its real estate  portfolio in 1998 through the acquisition
of  suburban  office and  office/service  center  properties.  The  Company  has
financed its growth  through  equity  issuance and the  incurrence of short- and
long-term  debt.  Growth in net income and funds from  operations  (FFO) for the
three and six months  ended June 30,  1999 as compared to June 30, 1998 has been
due to a combination of improved operations of the Company's  properties and the
inclusion of the operating results of properties  acquired in 1999 and 1998 from
the dates of their respective acquisitions.

On May 11, 1999, the Company  acquired  Burlington  Office Center located in Ann
Arbor,  Michigan for a contract  price of $19,650.  The property  contains three
multi-story office buildings totaling 178,000 square feet.

On April 21, 1999, the Company sold its Elgin,  Illinois property for a contract
price of $4,700  (including the assumption of $2,079 of mortgage debt) resulting
in a gain on sale of $658.  The  proceeds  from  this sale  were  reinvested  in
Burlington  Office  Center  in a  tax-deferred  exchange.  On June 30,  1999 the
Company  sold its 2800 River Road,  Des Plaines,  Illinois,  and 1251 Plum Grove
Road,  Schaumburg,  Illinois,  properties  for a total contract price of $11,600
resulting in a total gain on sale of $4,848.

See the 1998 10-K for a description of 1998  acquisition  activity.  The Company
did not have material disposition activity in 1998.

Three months ended June 30, 1999 compared to three months ended June 30, 1998

In analyzing  the  operating  results for the quarter  ended June 30, 1999,  the
changes in rental and  reimbursement  income,  real  estate  taxes and  property
operating expenses,  from 1998 are due principally to the following factors: (1)
the addition of operating  results from properties  acquired  subsequent to June
30, 1998, (2) the addition of operating results from properties acquired in 1999
and (3) improved operations of properties during 1999 as compared to 1998.

The Company  acquired  three  properties  during the second  quarter of 1998 and
three  properties  subsequent to June 30, 1998.  The operating  results of these
properties  have been included in the Company's  financial  statements  from the
dates of their  acquisitions.  A summary of these  changes as they impact rental
and reimbursement  income,  real estate taxes, and property  operating  expenses
follows:

                                             Rental and   Real estate   Property
                                            reimbursement    taxes     operating
                                              income                    expenses
Increase due to inclusion of results of        $2,970         $608          $901
properties  acquired in 1998
Increase due to properties acquired in 1999       495           65            69
Improved operations in 1999 as compared to 1998   863          836         (168)
                                               ---------------------------------
Total                                          $4,328       $1,509          $802
                                               =================================

Interest expense during the quarter ended June 30, 1999 increased by $601 as the
Company had greater amounts of debt outstanding in 1999.

Depreciation and amortization  increased in 1999 by $846 as the Company incurred
these expenses on 38 properties as of June 30, 1999 as compared to 37 properties
as of June 30, 1998.

The Company sold three  properties and recorded an  anticipated  loss on sale of
$648 on its Markham,  Illinois  property  during the three months ended June 30,
1999  for a total  net  gain on sale of  $4,858.  The  Company  did not have any
material dispositions during the same period of 1998.

Six months ended June 30, 1999 as compared to the six months ended June 30, 1998

In analyzing the operating  results for the six months ended June 30, 1999,  the
changes in rental and  reimbursement  income,  real  estate  taxes and  property
operating expenses,  from 1998 are due principally to the following factors: (1)
the addition of  operating  results from  properties  acquired in 1998,  (2) the
addition of operating results from properties  acquired in 1999 and (3) improved
operations of properties during 1999 as compared to 1998.

The Company  acquired  three  properties  during the second  quarter of 1998 and
three  properties  subsequent to June 30, 1998.  The operating  results of these
properties  have been included in the Company's  financial  statements  from the
dates of their  acquisitions.  A summary of these  changes as they impact rental
and reimbursement  income,  real estate taxes, and property  operating  expenses
follows:

                                            Rental and    Real estate   Property
                                           reimbursement     taxes     operating
                                              income                    expenses
Increase due to inclusion of results of         $8,194      $1,389        $2,479
properties  acquired in 1998
Increase due to properties acquired in 1999        495          65            69
Improved operations in 1999 as compared to 1998  1,438         952           148
                                               ---------------------------------
Total                                          $10,127      $2,406        $2,696
                                               =================================

Interest  expense  during the quarter ended June 30, 1999 increased by $1,842 as
the Company had greater amounts of debt outstanding in 1999.

Depreciation  and  amortization  increased  in 1999  by  $1,828  as the  Company
incurred  these  expenses on 38 properties as of June 30, 1999 as compared to 37
properties as of June 30, 1998.

The Company sold three  properties and recorded an  anticipated  loss on sale of
$648 on its Markham, Illinois property during the six months ended June 30, 1999
for a total net gain on sale of $4,858.  The Company  did not have any  material
dispositions during the same period of 1998.


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

The Company expects to meet its liquidity requirements for property acquisitions
and  significant  capital  improvements  through  additional  borrowings  on its
existing  $150,000  unsecured credit facility,  which matures in April 2001, and
with proceeds from the sale of properties.  The Company had $112,066 outstanding
on its unsecured credit facility at June 30, 1999.

In 1998, the Company completed  approximately $142,000 of property acquisitions.
The  ability of the Company to  continue  to make  acquisitions  at this pace is
predicated  upon the Company's  ability to access the public and private  equity
and debt markets at acceptable prices and rates.

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 additional equity securities in the Company,
and targeted property dispositions.

In September  1998, the Company  announced a 1,000,000  common share  repurchase
plan.  During the six months ended June 30, 1999, the Company  purchased 278,600
common shares and completed this plan. In March 1999, the Company announced that
its board of trustees  approved the  repurchase  of up to 500,000  common shares
under a separate repurchase plan. During the six months ended June 30, 1999, the
Company  repurchased 107,701 common shares as part of the new plan. Common share
repurchases  totaled $5,986 for the six months ended June 30, 1999 under the two
plans.  These common share repurchases were funded through  borrowings under the
Company's unsecured credit facility and working capital.

During the six months  ended June 30, June 30, 1999,  the Company has  generated
approximately  $14,000 of proceeds from property  dispositions.  These  proposed
dispositions  are  consistent  with the  Company's  strategy  to seek to enhance
shareholder value in part through strategic dispositions.  The Company currently
plans to use the proceeds  from the sales to reduce the  outstanding  balance on
its unsecured credit facility,  to acquire additional  investment properties and
for working capital.

The Company has signed contracts to sell its 565 Lakeview Parkway, Vernon Hills,
Illinois, and Markham, Illinois,  properties for $9,314. The Company anticipates
closing these transactions in the third or fourth quarter of 1999.

The Company has committed to acquire, upon completion,  an office building under
construction in Pewaukee, Wisconsin for a maximum contract price of $11,400. The
Company  expects to close this  acquisition in November or December of 1999. The
Company has issued a $500 letter of credit under its unsecured  credit  facility
as a deposit towards the purchase of this property.

Funds from Operations (FFO)

The White Paper on Funds From  Operations  approved by the Board of Governors of
the National  Association  of Real Estate  Investment  Trusts in March 1995 (the
"White  Paper")  defines FFO as net income (loss)  (computed in accordance  with
generally accepted accounting  principles),  excluding gains or losses from debt
restructuring  and  sales  of  property,   plus  real  estate  depreciation  and
amortization  and after  adjustments for  unconsolidated  partnerships and joint
ventures.  Management  considers FFO to be an appropriate measure of performance
of an equity REIT because it is  predicated on cash flow  analyses.  The Company
computes FFO in accordance with standards established by the White Paper (except
for the  amortization  of  deferred  compensation  related to  restricted  stock
awards) which may differ from the  methodology  for  calculating FFO utilized by
other  equity  REITs and,  accordingly,  may not be  comparable  to other equity
REITs. FFO should not be considered as an alternative to net income  (determined
in accordance with generally accepted accounting  principles) as an indicator of
the Company's  financial  performance or to cash flow from operating  activities
(determined in accordance with generally  accepted  accounting  principles) as a
measure of the Company's liquidity.  FFO is not indicative of funds available to
fund the Company's working capital and other cash needs, including distributions
to  shareholders.  FFO for the three and six months ended June 30, 1999 and 1998
is as follows (Dollars in Thousands):

<TABLE>
<CAPTION>

                                                                   Six months ended                 Three months ended
                                                                        June 30,                           June 30,
                                                                   ----------------                   ----------------
                                                                1999               1998             1999            1998
<S>                                                             <C>                <C>              <C>             <C>
Net income applicable to common shares                           $12,766            $8,129           $8,867          $4,161
Gain on sale of properties, net                                  (4,858)                            (4,858)

Depreciation and amortization                                      7,390             5,443            3,809           2,981
Minority interests                                                    49                23               33              17
                                                               ---------         ---------        ---------       ---------
FFO                                                              $15,347           $13,595           $7,851          $7,159
                                                               =========         =========        =========       =========
</TABLE>

Forward-Looking Statements

Certain  statements in this  document  constitute  "forward-looking  statements"
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the  Securities  Exchange  Acts of 1934,  and the Company  intends  that such
"forward-looking statements" be subject to the safe harbors created thereby. The
words  "believe",  "expect" and "anticipate"  and similar  expressions  identify
forward-looking  statements.  In addition,  statements  regarding  the Company's
expectations with respect to its short-term and long-term liquidity requirements
and related sources,  statements  regarding the anticipated  timing and proceeds
related to planned property  dispositions and  expenditures  regarding  property
acquisitions are forward-looking  statements.  These forward-looking  statements
reflect the Company's  current views with respect to future events and financial
performance,  but are subject to many  uncertainties and factors relating to the
Company's  operations and business environment that may cause the actual results
of the Company to be materially  different from any future results  expressed or
implied  by such  forward-looking  statements.  Examples  of such  uncertainties
include,  but are not limited  to,  changes in  interest  rates,  changes in the
market value of the  Company's  equity  securities,  increased  competition  for
acquisition of new properties,  availability of alternative  financing  sources,
unanticipated  delays in property sales,  adverse changes in the market value of
properties  selected  for sale,  unanticipated  expenses and delays in acquiring
properties or increasing occupancy rates and economic and business conditions in
the markets in which the Company owns and operates properties. In addition, many
of the  statements  below  with  respect  to Year 2000  issues  and  status  are
forward-looking statements and are subject to the uncertainties expressed below.

Year 2000 Issues and Status

The Company  recognizes the importance of Year 2000 issues and in 1998 initiated
a program of  evaluation,  remediation  and testing of the systems and equipment
serving its business and properties for Year 2000 readiness. The Company is also
assessing the readiness of external parties,  including its suppliers,  vendors,
bankers,  insurers and other  service  providers,  as well as its  tenants.  The
evaluation  phase is intended to determine the readiness of internal systems and
equipment  as well as the  readiness of third  parties.  The  remediation  phase
includes  computer  software,  hardware  and  operating  equipment  as  well  as
identifying  solutions to possible third party noncompliance.  The testing phase
includes  integrated  testing  of all  systems,  including  those that have been
modified.

Amounts incurred to date for evaluation,  remediation and testing costs have not
been  material.  The current  status of the  Company's  state of  readiness  and
expected  completion  dates for  evaluation,  remediation and testing related to
Year 2000 issues are summarized below:

Financial  software:  The evaluation of the Company's financial software is 100%
complete. Because the Company believes this software is Year 2000 compliant, the
Company believes that no remediation is required. The Company has not yet tested
whether  the  financial  items are in fact Year 2000  compliant,  but expects to
conduct and complete such testing in the third quarter of 1999. Costs associated
with the testing phase are not expected to be material.

Networking  software:  In the first  quarter of 1999 the Company  completed  the
upgrade of its internal  computer  networking  software and hardware to a system
that the Company believes is Year 2000 compliant. Total costs incurred were $16.

Building systems:  Building systems include heating and air-conditioning control
systems,  elevator  operating  software,  building security  systems,  telephone
systems and alarm monitoring systems.  The Company has contacted its significant
vendors  related to these  systems in order to  evaluate  Year 2000  issues with
respect to embedded  technology  related to these building systems.  The Company
has requested that the vendors for these systems  indicate their compliance with
Year 2000 issues.

During the  evaluation  process  the  Company has  identified  several  building
systems in certain of its properties that will need  modification or replacement
to be Year 2000 compliant. Total costs for these upgrades, which are expected to
be incurred prior to the fourth quarter of 1999, are expected to be $250.  Costs
incurred for the six months ended June 30, 1999 were $42.

Tenants:  The  Company  has  contacted  its  tenants  regarding  their Year 2000
readiness,  including  whether the respective  tenant's accounts payable systems
will be able to make  required  payments on a timely  basis after  December  31,
1999. Based upon the responses  received to date the Company does not anticipate
rent collections will be materially affected by Year 2000 compliance issues. The
Company has received  responses from 33 % (based on square feet occupied) of its
tenants. These responses indicate that the tenants expect to make payments after
December 31, 1999 on a timely basis.

The Company  believes  that  internal  remediation  and testing of financial and
networking  technology  systems  and  building  systems  will  be  completed  as
indicated  above and will not  adversely  affect the results of  operations  and
financial  condition of the Company. If any or all of these efforts are delayed,
however,  there could be disruption of the Company's  financial,  networking and
building systems. Critical third party vendors,  suppliers and service providers
have been  contacted to evaluate  their Year 2000  readiness.  However,  not all
external  parties  providing  equipment,  materials and services to the Company,
including  regional  utilities,  have assured the Company that their  systems or
products  are fully Year 2000  compliant.  There may be vendors,  suppliers  and
tenants who will not be  compliant  on a timely basis or who will fail to become
compliant with Year 2000 issues. Accordingly, there can be no assurance that the
Company's operations will not be disrupted as a result of Year 2000 issues.

The Company is in the process of developing  contingency  plans,  as part of the
remediation  phases  indicated above, in an effort to provide a continued supply
of building  services or to mitigate  the effect of any service  disruptions  or
equipment  failures that may occur.  These  contingency plans are expected to be
completed by the fourth quarter of 1999.

The Company believes that, even in the in the most likely,  worst case scenario,
Year  2000  issues  are not  likely  to have a  material  adverse  effect on the
Company's  business,   consolidated   results  of  operations  and  consolidated
financial position.  However, the economic consequences of potential disruptions
related to Year 2000 issues,  including a global economic slowdown, could have a
material  adverse  effect on the  Company's  business,  consolidated  results of
operations and consolidated financial position.

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  indebtedness
outstanding at fixed and variable rates.

The  Company's  variable  rate debt bears  interest at LIBOR plus 1% to 1.3% 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.  As of June 30, 1999,  the Company has entered into an interest  rate
cap agreement with a major financial institution whereby the Company limited the
LIBOR  interest rate on $50,000 of its variable rate debt to no more than 6% per
annum until June 2001. The cost of this agreement to the Company was $209 and is
being  amortized to expense over the period of the  agreement  (24 months).  The
Company may, in the future, enter into additional interest rate swaps,  interest
rate caps or other derivative financial instruments to fix interest rates on its
variable  rate debt.  The Company  generally  operates  with  variable rate debt
representing less than 50% of total long-term debt.

At June 30, 1999, the Company had $101,293 of fixed rate debt  outstanding at an
average  rate of 6.96%.  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,  69% of the
Company's long-term debt outstanding  (including the interest rate cap agreement
described  above) at June 30, 1999,  bears interest at fixed rates.  The Company
may, as market  conditions  warrant,  incur  additional  long-term debt at fixed
rates on either a secured or unsecured basis.

A tabular presentation of interest rate sensitivity is as follows:

<TABLE>
<CAPTION>

                            Interest Rate Sensitivity
                      Principal Amount by Expected Maturity
                              Average Interest Rate

                                            1999(1)        2000         2001     2002       2003    Thereafter
<S>                                         <C>         <C>          <C>       <C>       <C>          <C>
Liabilities:
Fixed Rate
     Mortgage loans payable                  $1,183      $2,484       $2,660   $2,851    $13,860       $78,255
     Average interest rate                    6.97%       6.97%        6.97%    6.97%      7.06%         6.94%
Variable Rate
     Bank loan payable                                              $112,066
     Average interest rate(2)
     Bonds payable                                         $280          310      340        375         3,245
     Average interest rate                      (3)         (3)          (3)      (3)        (3)           (3)
</TABLE>

(1)      For the period July 1, 1999 to December 31, 1999.

(2) The current interest rate on this debt is LIBOR + 1.3%.

(3) The interest rate on the bonds payable is reset weekly.  After  factoring in
credit  enhancement  costs for the bonds,  the average interest rate for the six
months ended June 30, 1999 was 4.95%.




<PAGE>


Part II Other Information

Item 2. Changes in Securities (Dollars in thousands)

During the quarter ended June 30, 1999,  the Company issued 28,097 common shares
pursuant to the exercise of outstanding share options with an aggregate exercise
price of $343.  These  shares  were  issued  to the  optionholders  pursuant  to
exemptions from the registration  requirements of the Securities Act of 1933, as
amended (the "Act") provided by Section 4(2) of the Act or Rule 701 thereunder.

Item 4. Submission of Matters to a Vote of Security Holders

On May 19, 1999, the Company held its 1999 Annual Shareholders'  Meeting.  Seven
members of the Company's  Board of Trustees were nominated and were reelected to
serve another term at the annual  meeting.  No other matters were submitted to a
vote  of  shareholders  at the  annual  meeting.  The  following  is a  list  of
individuals who were elected to the Board of Trustees at the annual meeting: Mr.
James J. Brinkerhoff,  Mr. Patrick R. Hunt, Mr. Daniel E. Josephs, Mr. Daniel P.
Kearney,  Mr. Edward Lowenthal,  Mr. Richard A. May, and Mr. Donald E. Phillips.
The following table describes the voting results for each of the nominees.

<TABLE>

<S>                              <C>                    <C>                     <C>                    <C>
Name of Nominee                   For                    Against                 Abstain                Total
James J. Brinkerhoff              13,414,848             17,589                  3,094,024              16,526,461
Patrick R. Hunt                   13,416,148             16,289                  3,094,024              16,526,461
Daniel E. Josephs                 13,413,441             18,996                  3,094,024              16,526,461
Daniel P. Kearney                 13,414,841             17,596                  3,094,024              16,526,461
Edward Lowenthal                  13,416,148             16,289                  3,094,024              16,526,461
Richard A. May                    13,411,844             20,593                  3,094,024              16,526,461
Donald E. Phillips                13,414,314             18,096                  3,094,501              16,526,461
</TABLE>

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

The following exhibits are filed with this report:

Exhibit
Number                                               Description of Document

27.1                                                 Financial Data Schedule


(b)      Reports on Form 8-K:

                  None



<PAGE>


                                   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.





                                                   Great Lakes REIT.
                                                      (Registrant)






Date: August 10, 1999                               /s/ James Hicks
                                                Chief Financial Officer
                                                          and
                                                       Treasurer
                                                (Principal Financial and
                                                    Accounting Officer)