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, 2000

                                       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, 2000: 16,626,814


<PAGE>
<TABLE>
<CAPTION>

                                Great Lakes REIT
                               Index to Form 10-Q
                                  June 30, 2000
<S>                                                                                                  <C>

                                                                                                     Page Number


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

                      Consolidated Balance Sheets
                      as of June 30, 2000
                      and December 31, 1999                                                               4

                      Consolidated Statements of Income
                      for the three months
                      ended June 30, 2000 and 1999                                                        5

                      Consolidated Statements of Income
                      for the six months
                      ended June 30, 2000 and 1999                                                        6

                      Consolidated Statement of Changes
                      in Shareholders' Equity
                      for the six months ended June 30, 2000                                              7

                      Consolidated Statements of Cash Flows
                      for the six months
                      ended June 30, 2000 and 1999                                                        8

                      Notes to Consolidated Financial Statements                                          9

         Item 2.      Management's  Discussion and Analysis of Financial
                      Condition and Results of Operations                                                10

         Item 3.      Quantitative and Qualitative Disclosures about Market Risk                         13

Part II - Other Information

         Item 2.      Changes in Securities                                                              14

         Item 4.      Submission of Matters to a Vote of Security Holders                                14

         Item 6.      Exhibits and Reports on Form 8-K                                                   14
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

                                                                                         June 30,   December 31,
                                                                                          2000          1999
                                                                                          ----          ----
<S>                                                                                      <C>            <C>
Assets
Properties:
Land                                                                                      $58,598        $60,983
Buildings, improvements, and equipment                                                    407,214        410,478
                                                                                  -------------------------------
                                                                                          465,812        471,461
Less accumulated depreciation                                                              38,495         33,074
                                                                                  -------------------------------
                                                                                          427,317        438,387
Cash and cash equivalents                                                                  13,874          1,518
Real estate tax escrows                                                                       228            277
Rents receivable                                                                            5,437          6,274
Deferred financing and leasing costs, net of accumulated amortization                       5,978          6,069
Goodwill, net of accumulated amortization                                                   1,173          1,210
Other assets                                                                                1,309          1,467
                                                                                  -------------------------------

Total assets                                                                             $455,316       $455,202
                                                                                  ===============================

Liabilities and shareholders' equity

Bank loan payable                                                                        $105,500       $107,000
Mortgage loans payable                                                                     98,900        100,113
Bonds payable                                                                               4,270          4,550
Accounts payable and accrued liabilities                                                    4,209          5,947
Accrued real estate taxes                                                                   9,658         11,687
Dividends payable                                                                           6,290             --
Prepaid rent                                                                                3,778          3,936
Security deposits                                                                           1,198          1,084
                                                                                  -------------------------------

Total liabilities                                                                         233,803        234,317
                                                                                  -------------------------------

Minority interests                                                                            694            951
                                                                                  -------------------------------

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 2000 and 1999)
Common shares of beneficial interest ($0.01 par value,                                        182            178
 60,000,000 shares authorized; 18,170,199 and 17,816,883
 shares issued in 2000 and 1999, respectively)
Paid-in-capital                                                                           233,476        227,907
Retained earnings (deficit)                                                               (4,973)        (5,936)
Employee share loans                                                                     (18,715)       (16,335)
Deferred compensation                                                                     (2,977)           (22)
Treasury shares, at cost (1,543,385 and 1,521,785 shares in                              (23,674)       (23,358)
2000 and 1999, respectively)
                                                                                  -------------------------------

Total shareholders' equity                                                                220,819        219,934
                                                                                  -------------------------------

Total liabilities and shareholders' equity                                               $455,316       $455,202
                                                                                  ===============================


The accompanying notes are an integral part of these financial statements.
</TABLE>




<PAGE>



Great Lakes REIT
Consolidated Statements of Income (unaudited)
(In Thousands, except per share data)
                                                         Three months ended
                                                              June 30,
                                                          2000        1999

Revenues:
Rental                                                     $18,907    $18,618
Reimbursements                                               5,349      5,032
Interest and other                                             630        274
                                                       -----------------------

Total revenues                                              24,886     23,924
                                                       -----------------------

Expenses:
Real estate taxes                                            3,161      4,521
Other property operating                                     6,572      5,890
General and administrative                                   1,291      1,050
Interest                                                     3,809      3,479
Depreciation and amortization                                4,172      4,028
                                                       -----------------------

Total expenses                                              19,005     18,968
                                                       -----------------------

Income before gain on sale of properties                     5,881      4,956

Gain on sale of properties, net                              2,964      4,858
                                                       -----------------------

Income before allocation to minority interests               8,845      9,814

Minority interests                                              21         33
                                                       -----------------------

Net income                                                   8,824      9,781

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

Net income applicable to common shares                      $7,910     $8,867
                                                       =======================

Earnings per common share - basic                            $0.48      $0.54
                                                       =======================

Weighted average common shares outstanding - basic          16,482     16,491
                                                       =======================

Diluted earnings per common share                            $0.48      $0.54
                                                       =======================

Weighted average common shares outstanding - diluted        16,515     16,572
                                                       =======================

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


<PAGE>



Great Lakes REIT
Consolidated Statements of Income (unaudited)
(In Thousands, except per share data)
                                                           Six months ended
                                                               June 30,
                                                           2000       1999

Revenues:
Rental                                                     $37,692    $36,142
Reimbursements                                              10,600     10,001
Interest and other                                           1,073        519
                                                         ---------------------

Total revenues                                              49,365     46,662
                                                         ---------------------

Expenses:
Real estate taxes                                            7,082      8,146
Other property operating                                    12,608     12,013
General and administrative                                   2,396      2,214
Interest                                                     7,556      6,755
Depreciation and amortization                                8,299      7,749
                                                         ---------------------

Total expenses                                              37,941     36,877
                                                         ---------------------

Income before gain on sale of properties                    11,424      9,785

Gain on sale of properties, net                              2,964      4,858
                                                         ---------------------

Income before allocation to minority interests              14,388     14,643

Minority interests                                              34         49
                                                         ---------------------

Net income                                                  14,354     14,594

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

Net income applicable to common shares                     $12,526    $12,766
                                                         =====================

Earnings per common share - basic                            $0.76      $0.77
                                                         =====================

Weighted average common shares outstanding - basic          16,408     16,533
                                                         =====================

Diluted earnings per common share                            $0.76      $0.77
                                                         =====================

Weighted average common shares outstanding - diluted        16,442     16,614
                                                         =====================


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, 2000
(Dollars in Thousands)

                                                                 2000
-----------------------------------------------------------------------
Preferred Shares
Balance at beginning of period                                 $37,500
-----------------------------------------------------------------------
Balance at end of period                                        37,500

Common Shares
Balance at beginning of period                                     178
Restricted share award                                               2
Exercise of share options                                            2
-----------------------------------------------------------------------
Balance at end of period                                           182

Paid-in capital
Balance at beginning of period                                 227,907
Restricted share award                                           3,136
Exercise of share options                                        2,433
-----------------------------------------------------------------------
Balance at end of period                                       233,476

Retained earnings (deficit)
Balance at beginning of period                                 (5,936)
Net income                                                      14,354
Distributions/dividends                                       (13,391)
-----------------------------------------------------------------------
Balance at end of period                                       (4,973)

Employee share loans
Balance at beginning of period                                (16,335)
Exercise of share options                                      (2,380)
-----------------------------------------------------------------------
Balance at end of period                                      (18,715)

Deferred compensation
Balance at beginning of period                                    (22)
Restricted share award                                         (3,138)
Amortization of deferred compensation                              183
-----------------------------------------------------------------------
Balance at end of period                                       (2,977)

Treasury shares
Balance at beginning of period                                (23,358)
Purchase of treasury shares                                      (316)
-----------------------------------------------------------------------
Balance at end of period                                      (23,674)
-----------------------------------------------------------------------
Total shareholders' equity                                    $220,819
=======================================================================
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,
                                                                               2000              1999
<S>                                                                          <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                                    $14,354           $14,594
Adjustments to reconcile net income to cash
     flows from operating activities
   Depreciation and amortization                                                8,299             7,749
   Gain on sale of properties                                                 (2,964)           (4,858)
   Other non cash items                                                           216                62
Net changes in assets and liabilities:
   Rents receivable                                                               837              (26)
   Real estate tax escrows and other assets                                       303               631
   Accounts payable, accrued expenses and other liabilities                   (1,477)              (59)
   Accrued real estate taxes                                                  (2,029)             (811)
   Payment of deferred leasing costs                                            (881)           (1,142)
                                                                   -------------------------------------
Net cash provided by operating activities                                      16,658            16,140
                                                                   -------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of properties                                                             --          (19,634)
Additions to buildings, improvements and equipment                            (5,334)           (6,110)
Proceeds from property sales, net                                              12,144            13,458
Other investing activities                                                      (100)             (362)
                                                                   -------------------------------------
Net cash provided by (used in) investing activities                             6,710          (12,648)
                                                                   -------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of share options                                            55                80
Proceeds from bank and mortgage loans payable                                   4,500            27,775
Distributions / dividends paid                                                (7,401)          (12,628)
Distributions to minority interests                                              (33)              (18)
Purchase of minority interests                                                  (258)             (256)
Purchase of treasury shares                                                     (316)           (5,986)
Payment of bank and mortgage loans and bonds                                  (7,493)           (1,410)
Payment of deferred financing costs                                              (66)             (229)
                                                                   -------------------------------------
Net cash provided by (used in) financing activities                          (11,012)             7,328
                                                                   -------------------------------------
Net increase in cash and cash equivalents                                      12,356            10,820
Cash and cash equivalents, beginning of year                                    1,518             2,466
                                                                   -------------------------------------
Cash and cash equivalents, end of period                                      $13,874           $13,286
                                                                   =====================================

Supplemental disclosure of cash flow:
Interest paid                                                                  $7,542            $6,718
                                                                   =====================================
Non cash financing transactions:
Employee share loans                                                           $2,380            $3,702
                                                                   =====================================
Mortgage assumed by purchaser of property                                          --            $2,079
                                                                   =====================================
Increase in preferred dividends payable                                            --              $142
                                                                   =====================================

The accompanying notes are an integral part of these financial statements.
</TABLE>



<PAGE>



                                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 and light industrial properties primarily located
in the Midwest.  At June 30, 2000,  the Company owned and operated 35 properties
primarily  located in suburban  areas of Chicago,  Detroit,  Milwaukee,  Denver,
Cincinnati,  Columbus  and  Minneapolis.  The  Company  leases  office and light
industrial space to over 500 tenants 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, 1999, as amended (the
"1999 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 1999 10-K.

2.       Segment Information

The Company has three  reportable  segments  distinguished by property type. The
property  types  are  office,  with  89% (as  measured  by  square  feet) of the
Company's overall portfolio, office/service center (11%), and industrial (0%, as
the  Company  sold its only  industrial  property  in 1999),  and are  primarily
located in the Midwest.  As of June 30, 2000, 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 allocates  resources  based on property
revenues (rental and reimbursement  income) less property operating expenses and
real estate taxes to arrive at net operating income which is a widely recognized
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, 2000 and 1999.
<TABLE>
<CAPTION>

                                         For the six  months  ended              For the three months ended
                                                  June 30,                                  June 30,
                                           2000               1999                2000                1999
<S>                                           <C>                 <C>                 <C>                <C>
Revenues
Office                                         $44,785             $42,490             $22,483            $21,829
Office/service center                            3,365               3,318               1,631              1,699
Industrial                                          --                 172                  --                 33
Deferred rental revenues                           142                 163                 142                 90
Interest and other                               1,073                 519                 630                273
                                    ------------------------------------------------------------------------------
  Total                                        $49,365             $46,662             $24,886            $23,924
                                    ==============================================================================

Net operating income
Office                                         $26,215             $23,663             $13,248            $12,011
Office/service center                            2,245               2,017               1,133              1,105
Industrial                                          --                 141                  --                 34
                                    ------------------------------------------------------------------------------
  Total                                        $28,460             $25,821             $14,381            $13,150
                                    ==============================================================================

Depreciation
and amortization
Office                                          $7,369              $6,860              $3,724             $3,579
Office/service center                              659                 614                 312                316
Industrial                                          --                  33                  --                  7
Other                                              271                 242                 136                126

                                    ------------------------------------------------------------------------------
  Total                                         $8,299              $7,749              $4,172             $4,028
                                    ==============================================================================

Interest expense
Office                                          $6,796              $5,987              $3,424             $3,097
Office/service center                              760                 698                 385                367
Industrial                                          --                  70                  --                 15

                                    ------------------------------------------------------------------------------
  Total                                         $7,556              $6,755              $3,809             $3,479
                                    ==============================================================================



Additions to properties
Office                                          $5,173             $25,161              $2,489            $21,743
Office/service center                              129                 505                   8                316
Industrial                                          --                  36                  --
Other                                               32                  40                   8                 24
                                    ------------------------------------------------------------------------------
  Total                                         $5,334             $25,742              $2,505            $22,083
                                    ==============================================================================

Income before allocation to minority interests
and gains on sale of properties
                                              For the six months ended              For the three months ended
                                                      June 30,                                 June 30,
                                              2000               1999                 2000                1999
Office                                         $12,050             $10,816              $6,100             $5,335
Office/service center                              826                 705                 436                422
Industrial                                          --                  38                  --                 12
Deferred rental revenues                           142                 163                 142                 90
Interest and other income                        1,073                 519                 630                273
General and administrative                     (2,396)             (2,214)             (1,291)            (1,050)
Other depreciation                               (271)               (242)               (136)              (126)
                                    ------------------------------------------------------------------------------

Total                                          $11,424              $9,785              $5,881             $4,956
                                    ==============================================================================
</TABLE>

Following is a summary of segment assets at June 30, 2000 and December 31, 1999:

                                              June 30,       December 31,
                                   ----------------------------------------
                                               2000             1999
Asset
Office                                        $404,902            $411,738
Office/service center                           24,872              30,635
Other                                           25,542              12,829
                                   ----------------------------------------
Total                                         $455,316            $455,202
                                   ========================================

3.                Property Dispositions

On  April 6,  2000,  the  Company  sold its  property  located  at 3010 and 3020
Woodcreek  Drive,  Downers  Grove,  Illinois  for a  contract  price of  $12,700
resulting in a gain on sale of $2,964.

In July  2000,  the  Company  signed a  contract  to sell 183  Inverness  Drive,
Englewood, Colorado for a contract price of $28,250.

4.       Restricted Share Grant

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 in
increments  during the period  ended  December  31, 2002  subject to the Company
achieving  certain  performance  objectives.  Upon a change  in  control  of the
Company,  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.

5.       Commitments

In July 2000, the Company  signed a contract to acquire,  upon  completion,  Two
Riverwood Place, a 96,000 square foot office building in Pewaukee, Wisconsin for
a maximum price of $8,500.  The total investment in this property is expected to
be $11,700. The Company expects to acquire this property in July 2001.

6.       Subsequent Events

On August 1, 2000, the Company  acquired a 109,647 square foot one-story  office
building in Schaumburg,  Illinois for approximately  $9,700.  The Company used a
portion of the proceeds from the sale of its Downers Grove, Illinois property to
purchase this investment.

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,
2000.  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 1999 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,  2000,  the Company  owned and operated 35  properties
primarily located in suburban areas of Chicago,  Detroit,  Milwaukee,  Columbus,
Minneapolis, Denver and Cincinnati. The Company leases space to over 500 tenants
who are engaged in a variety of businesses.

Three months ended June 30, 2000 compared to three months ended June 30, 1999

In analyzing  the  operating  results for the quarter  ended June 30, 2000,  the
changes in rental and  reimbursement  income,  real  estate  taxes and  property
operating expenses,  from 1999 are due principally to the following factors: (1)
the addition of a full year's operating results in 2000 from properties acquired
in 1999 as  compared  to a partial  year's  operating  results in 1999,  (2) the
effect of property  dispositions in 1999 and 2000 and (3) improved operations of
properties during 2000 as compared to 1999.
<TABLE>
<CAPTION>

                                                                    Rental and      Real estate      Property
                                                                  reimbursement        taxes         operating
                                                                     income                          expenses
<S>                                                                   <C>              <C>             <C>
Increase   (decrease)   due  to   inclusion   of  results  of         $592             $105            $325
properties acquired in 1999
(Decrease) due to property dispositions in 1999 and 2000           (1,246)            (197)           (275)
Increase (decrease) in operations in 2000 as compared to 1999        1,260          (1,268)             632
                                                               ----------------- ------------------ --------------
Total increase (decrease)                                             $606         $(1,360)            $682
                                                               ================= ================== ==============
</TABLE>


Interest  expense  during the  quarter  ended June 30,  2000  increased  by $330
primarily as a result of higher debt balances in 2000 as compared to 1999.

General and administrative  expenses increased primarily due to the amortization
expense associated with the May 2000 restricted share grants.

The Company sold one property  during the quarter ended June 30, 2000  resulting
in a gain on sale of $2,964 as compared to three  properties sold in the quarter
ended June 30, 1999 with a gain on sale of $4,858.

Six months ended June 30, 2000 as compared to the six months ended June 30, 1999

In analyzing the operating  results for the six months ended June 30, 2000,  the
changes in rental and  reimbursement  income,  real  estate  taxes and  property
operating expenses,  from 1999 are due principally to the following factors: (1)
the addition of a full year's operating results in 2000 for properties  acquired
in 1999 as  compared  to a  partial  year's  results  from  the  dates  of their
respective acquisitions in 1999, (2) the effect of property dispositions in 1999
and 2000 and (3) improved  operations of  properties  during 2000 as compared to
1999.
<TABLE>
<CAPTION>

                                                                    Rental and      Real estate      Property
                                                                  reimbursement        taxes         operating
                                                                     income                          expenses

<S>                                                                   <C>               <C>             <C>
Increase   (decrease)   due  to   inclusion   of  results  of         $1,501            $291            $621
properties acquired in 1999
Decrease due to property dispositions in 1999 and 2000               (2,319)           (376)           (551)
Increase (decrease) in operations in 2000 as compared to 1999          2,967           (979)             525
                                                               ----------------- ---------------- --------------
Total increase (decrease)                                             $2,149        $(1,064)            $595
                                                               ================= ================ ==============
</TABLE>

Interest  expense  during the six months  ended June 30, 2000  increased by $801
primarily as a result of higher debt balances in 2000 as compared to 1999.

General and administrative  expenses increased primarily due to the amortization
expense associated with the May 2000 restricted share grants.

The Company sold three properties  during the six months ended June 30, 1999 for
a total net gain on sale of $4,858. The Company sold one property during the six
months ended June 30, 2000 resulting in a gain on sale of $2,964.

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 certain  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  property   dispositions  and
additional  borrowings on its existing  $150,000  unsecured bank credit facility
that  matures in April  2001.  The  Company  had  $44,500  available  for future
borrowings under this credit facility at June 30, 2000.

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.

In 2000, the Company announced a plan to repurchase up to 250,000 common shares.
Through June 30, 2000, the Company had  repurchased  21,600 of its common shares
for an aggregate  purchase price of $316.  Funds for the share  repurchases came
from borrowings  under the Company's  unsecured bank credit facility and working
capital.

In April 2000,  the Company  sold its Downers  Grove,  Illinois  property  for a
contract price of $12,700.  The Company had deposited the proceeds from the sale
in a  tax-deferred  exchange trust and used a portion of the proceeds to acquire
Woodfield  Green  Executive  Center,  a 109,647  square foot office  building in
Schaumburg,  Illinois on August 1, 2000, for approximately  $9,700.  The Company
may elect to use the remaining proceeds for additional property investments,  to
reduce the  outstanding  balance on its unsecured  bank credit  facility and for
working capital.

In July 2000, the Company  signed a contract to acquire,  upon  completion,  Two
Riverwood  Place, a 96,000 square foot office  building in Pewaukee,  Wisconsin.
The total  investment  in this  property is expected to be $11,700.  The Company
expects to acquire this property in July 2001.

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 ("NAREIT") in October
1999 (the "White  Paper")  defines  Funds from  Operations  as net income (loss)
(computed  in  accordance  with GAAP),  excluding  gains (or  losses)  from debt
restructuring and sales of property,  plus real estate related  depreciation and
amortization  and after  adjustments for  unconsolidated  partnerships and joint
ventures.  Management  considers Funds from Operations an appropriate measure of
performance  of an equity REIT because it is predicated  on cash flow  analyses.
The  Company  computes  Funds  from  Operations  in  accordance  with  standards
established  by the White  Paper,  which may  differ  from the  methodology  for
calculating   Funds  from  Operations   utilized  by  other  equity  REITs  and,
accordingly,  may not be comparable to such other REITs.  Funds from  Operations
should  not be  considered  as an  alternative  to  net  income  (determined  in
accordance with GAAP) as an indicator of the Company's financial  performance or
to cash flow from operating activities (determined in accordance with GAAP) as a
measure of the Company's  liquidity,  nor is it indicative of funds available to
fund the Company's cash needs, including its ability to make distributions.  FFO
for the three and six months ended June 30, 2000 and 1999 is as follows (Dollars
in Thousands):

<TABLE>
<CAPTION>

                                                                    Six months ended                 Three months ended
                                                                         June 30,                          June 30,
                                                                 2000              1999             2000             1999
<S>                                                              <C>               <C>               <C>             <C>
Net income applicable to common shares                           $12,526           $12,766           $7,910          $8,867
Gain on sale of properties, net                                  (2,964)           (4,858)          (2,964)         (4,858)

Depreciation and amortization                                      7,982             7,390            4,012           3,809
Minority interests                                                    34                49               21              33
                                                        ----------------- ----------------- ---------------- ---------------
FFO                                                              $17,578           $15,347           $8,979          $7,851
                                                        ================= ================= ================ ===============
</TABLE>
<PAGE>

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  Act 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.   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,  increased  competition  for
acquisition of new  properties,  unanticipated  expenses and delays in acquiring
properties  and  regional  occupancy  rates and  regional  economic and business
conditions.

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. In 1999, the Company 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 thereby  limiting the interest  rate on that portion of the  Company's
line of credit to 7.0% to 7.3% per annum.

At June 30, 2000, the Company had $148,900 of fixed rate debt  outstanding at an
average  rate of 7.08%.  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,  71% of the
Company's long-term debt outstanding  (including the interest rate cap agreement
described  above) at June 30, 2000,  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

                                           2000 (1)        2001       2002       2003      2004   Thereafter
<S>                                         <C>          <C>        <C>       <C>        <C>         <C>
Liabilities:
Fixed Rate
     Mortgage loans payable                  $1,270      $2,660     $2,851    $13,861    $5,440      $72,818
     Average interest rate                    6.97%       6.97%      6.97%      7.06%     7.86%        6.87%
Fixed Rate
     Bank loan payable                                  $50,000
     Average interest rate(2)
Variable Rate
     Bank loan payable                                  $55,500
     Average interest rate (3)
     Bonds payable                                         $310       $340       $375      $415       $2,830
     Average interest rate                      (4)         (4)        (4)        (4)       (4)          (4)

(1) For the period July 1, 2000 to December 31, 2000.
(2) The maximum  interest rate on this loan is 7.3%. The average  interest rate
    for 2000 was 7.3%.
(3) The current  interest rate on this debt is LIBOR + 1.15%.  The average
    interest rate for this loan for 2000 was 7.50%.
(4) The interest rate on the bonds payable is reset weekly.  After factoring in
    credit enhancement costs for the bonds, the average interest rate in 2000
    was 6.02%.

</TABLE>


<PAGE>


Part II Other Information

Item 2. Changes in Securities (Dollars in thousands)

During the quarter ended June 30, 2000,  the Company  issued 1,085 common shares
pursuant to the exercise of outstanding share options with an aggregate exercise
price of $15.  These  shares  were  issued to the  option  holders  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 16, 2000,  the Company held its 2000 Annual  Shareholders'  Meeting.  All
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.


Name of Nominee                   For           Against    Abstain    Total
James J. Brinkerhoff              12,134,684    74,738     --         12,212,422
Patrick R. Hunt                   12,143,384    69,038     --         12,212,422
Daniel E. Josephs                 12,131,051    81,371     --         12,212,422
Daniel P. Kearney                 12,143,434    68,988     --         12,212,422
Edward Lowenthal                  12,143,684    68,738     --         12,212,422
Richard A. May                    12,142,404    70,018     --         12,212,422
Donald E. Phillips                12,140,993    71,429     --         12,212,422

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

The following exhibits are filed with this report:

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

10.1                Form of Restricted Shares Agreement; Richard A. May, Patrick
                    R. Hunt, Richard L. Rasley, Raymond M. Braun and James Hicks
                    entered into agreements  covering  28,552,  23,891,  14,497,
                    16,530 and 16,530 restricted shares, respectively.

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 3, 2000                                    /s/ James Hicks
                                                        Chief Financial Officer
                                                             and Treasurer
                                                        (Principal Financial and
                                                           Accounting Officer)