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 September 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 November 2, 1999: 16,295,098.


<PAGE>
<TABLE>
<CAPTION>


                                Great Lakes REIT
                               Index to Form 10-Q
                               September 30, 1999
<S>                                                                                  <C>
                                                                                     Page Number

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

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

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

                      Consolidated Statements of Income
                      for the nine months
                      ended September 30, 1999 and 1998                                    6

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

                      Consolidated Statements of Cash Flows
                      for the nine months
                      ended September 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 6.      Exhibits and Reports on Form 8-K                                    16



</TABLE>



<PAGE>
<TABLE>
<CAPTION>

Great Lakes REIT
Consolidated Balance Sheets (unaudited)
(Dollars in Thousands)                                                      September 30,     December 31,
                                                                            ------------------------------
                                                                                     1999            1998
                                                                                     ----            ----
<S>                                                                                <C>            <C>
Assets
Properties:
Land                                                                               $60,345        $60,960
Buildings, improvements, and equipment                                             399,760        388,068
                                                                            ------------------------------
                                                                                   460,105        449,028
Less accumulated depreciation                                                       30,596         22,166
                                                                            ------------------------------
                                                                                   429,509        426,862
Cash and cash equivalents                                                            9,825          2,466
Real estate tax escrows                                                                225            619
Rents receivable                                                                     4,926          5,021
Deferred financing and leasing costs, net of accumulated amortization                6,011          6,067
Goodwill, net of accumulated amortization                                            1,228          1,284
Other assets                                                                         2,093          1,370
                                                                            ------------------------------

Total assets                                                                      $453,817       $443,689
                                                                            ==============================

Liabilities and shareholders' equity

Bank loan payable                                                                  $98,000        $84,291
Mortgage loans payable                                                             100,713        104,532
Bonds payable                                                                        4,550          4,800
Accounts payable and accrued liabilities                                             6,473          4,338
Accrued real estate taxes                                                           12,137         11,149
Prepaid rent                                                                         3,411          3,220
Security deposits                                                                    1,064          1,107
Distributions/dividends payable                                                      5,603
                                                                            ------------------------------

Total liabilities                                                                  231,951        213,437
                                                                            ------------------------------

Minority interests                                                                     951          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; 17,816,883 and 17,513,578
 shares issued in 1999 and 1998, respectively)
Paid-in-capital                                                                    227,907        223,414
Retained earnings (deficit)                                                        (4,946)        (8,790)
Employee share purchase loans                                                     (16,339)       (11,967)
Deferred compensation                                                                 (27)           (44)
Treasury shares, at cost (1,521,785 and 743,184 shares in                         (23,358)       (11,201)
1999 and 1998, respectively)
                                                                            ------------------------------

Total shareholders' equity                                                         220,915        229,087
                                                                            ------------------------------

Total liabilities and shareholders'                                               $453,817       $443,689
equity
                                                                            ==============================

</TABLE>

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

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

<S>                                                                                  <C>                  <C>
Revenues:
Rental                                                                               $18,723              $16,685
Reimbursements                                                                         5,080                4,556
Interest and other                                                                       476                  217
                                                                        ------------------------------------------

Total revenues                                                                        24,279               21,458
                                                                        ------------------------------------------

Expenses:
Real estate taxes                                                                      3,683                3,332
Other property operating                                                               6,364                5,523
General and administrative                                                             1,210                1,393
Interest                                                                               3,593                3,440
Depreciation and amortization                                                          4,063                3,505
                                                                        ------------------------------------------

Total expenses                                                                        18,913               17,193
                                                                        ------------------------------------------

Income before gain on sale of properties                                               5,366                4,265

Gain on sale of properties, net                                                        3,203
                                                                        ------------------------------------------

Income before allocation to minority interests                                         8,569                4,265

Minority interests                                                                        30                   18
                                                                        ------------------------------------------

Net income                                                                             8,539                4,247

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

Net income applicable to common shares                                                $7,625               $4,247
                                                                        ==========================================

Earnings per common share - basic                                                      $0.46                $0.25
                                                                        ==========================================

Weighted average common shares outstanding - basic                                16,522,078           17,275,676
                                                                        ==========================================

Diluted earnings per common share                                                      $0.46                $0.24
                                                                        ==========================================

Weighted average common shares outstanding - diluted                              16,602,010           17,406,102
                                                                        ==========================================

</TABLE>

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

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

<S>                                                                                   <C>                 <C>
Revenues:
Rental                                                                                $54,864             $44,854
Reimbursements                                                                         15,081              12,404
Interest and other                                                                        996                 494
                                                                         -----------------------------------------

Total revenues                                                                         70,941              57,752
                                                                         -----------------------------------------

Expenses:
Real estate taxes                                                                      11,828               9,072
Other property operating                                                               18,377              14,840
General and administrative                                                              3,424               3,643
Interest                                                                               10,349               8,354
Depreciation and amortization                                                          11,812               9,426
                                                                         -----------------------------------------

Total expenses                                                                         55,790              45,335
                                                                         -----------------------------------------

Income before gain on sale of properties                                               15,151              12,417

Gain on sale of properties, net                                                         8,061
                                                                         -----------------------------------------

Income before allocation to minority interests                                         23,212              12,417

Minority interests                                                                         79                  41
                                                                         -----------------------------------------

Net income                                                                             23,133              12,376

Income allocated to preferred shareholders                                              2,742
                                                                         -----------------------------------------

Net income applicable to common shares                                                $20,391             $12,376
                                                                         =========================================

Earnings per common share - basic                                                       $1.23               $0.74
                                                                         =========================================

Weighted average common shares outstanding - basic                                 16,529,085          16,801,186
                                                                         =========================================

Diluted earnings per common share                                                       $1.23               $0.73
                                                                         =========================================

Weighted average common shares outstanding - diluted                               16,609,017          17,015,289
                                                                         =========================================

</TABLE>

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 Nine Months Ended September 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                                          4,493
-------------------------------------------------------------------------
Balance at end of period                                         227,907

Retained earnings (deficit)
Balance at beginning of period                                   (8,790)
Net income                                                        23,133
Distributions/dividends                                         (19,289)
-------------------------------------------------------------------------
Balance at end of period                                         (4,946)

Employee share purchase loans
Balance at beginning of period                                  (11,967)
Exercise of share options                                        (4,372)
-------------------------------------------------------------------------
Balance at end of period                                        (16,339)

Deferred compensation
Balance at beginning of period                                      (44)
Amortization of deferred compensation                                 17
-------------------------------------------------------------------------
Balance at end of period                                            (27)

Treasury shares
Balance at beginning of period                                  (11,201)
Purchase of treasury shares                                     (12,157)
-------------------------------------------------------------------------
Balance at end of period                                        (23,358)
-------------------------------------------------------------------------
Total shareholders' equity                                      $220,915
=========================================================================


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)
                                                                      Nine Months Ended September 30,
                                                                    ----------------------------------
                                                                             1999             1998
                                                                             ----             ----


<S>                                                                          <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                                   $23,133          $12,376
Adjustments to reconcile net income to cash
     flows from operating activities
   Depreciation and amortization                                              11,812            9,426
   Gain on sale of properties                                                (8,061)
   Other non-cash items                                                           96               63
Net changes in assets and liabilities:
   Rents receivable                                                               95          (1,077)
   Real estate tax escrows and other assets                                       34            (669)
   Accounts payable, accrued expenses and other liabilities                    2,141            2,629
   Accrued real estate taxes                                                     988            4,068
   Payment of deferred leasing costs                                         (1,545)          (2,044)
                                                                    ----------------------------------
Net cash provided by operating activities                                     28,693           24,772
                                                                    ----------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of properties                                                      (19,634)        (128,793)
Additions to buildings, improvements and equipment                           (8,918)          (8,338)
Proceeds from property sales, net                                             21,959
Other investing activities                                                     (362)            1,610
                                                                    ----------------------------------
Net cash used by investing activities                                        (6,955)        (135,521)
                                                                    ----------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common and preferred shares                                              22,500
Payment of share offering costs                                                               (1,479)
Proceeds from exercise of share options                                          124               13
Proceeds from bank and mortgage loans payable                                 29,775          189,035
Distributions / dividends paid                                              (13,544)         (15,542)
Distributions to minority interests                                             (37)
Purchase of minority interests                                                 (256)
Purchase of treasury shares                                                 (12,157)          (6,452)
Payment of bank and mortgage loans and bonds                                (18,055)         (75,225)
Payment of deferred financing costs                                            (229)          (1,402)
                                                                    ----------------------------------
Net cash provided by financing activities                                   (14,379)          111,448
                                                                    ----------------------------------
Net increase (decrease) in cash and cash equivalents                           7,359              699
Cash and cash equivalents, beginning of year                                   2,466            1,437
                                                                    ----------------------------------
Cash and cash equivalents, end of quarter                                     $9,825           $2,136
                                                                    ==================================

Supplemental disclosure of cash flow:
Interest paid                                                                $10,335           $7,581
                                                                    ==================================


Non-cash financing transactions:
Employee share purchase loans                                                 $4,386           $6,515
                                                                    ==================================
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 office/service center
properties  primarily located in the Midwest. At September 30, 1999, the Company
owned and operated 37 properties primarily located in suburban areas of Chicago,
Detroit, Milwaukee,  Columbus,  Minneapolis,  Denver and Cincinnati. The Company
leases office and  office/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 September 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 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 nine months ended September 30, 1999 and 1998.

<TABLE>
<CAPTION>

                                               For the nine months ended             For the three months ended
                                                     September 30,                            September 30,
                                                 1999               1998                1999                1998
<S>                                            <C>                 <C>                 <C>                <C>
Revenues
Office                                         $64,328             $50,547             $21,839            $18,930
Office/service center                            5,012               5,297               1,693              1,709
Industrial                                         172                 255                                     91
Deferred rental revenues                           433               1,159                 271                511
Interest and other                                 996                 494                 476                217
                                    ==============================================================================
  Total                                        $70,941             $57,752             $24,279            $21,458
                                    ==============================================================================

Net operating income
Office                                         $35,939             $28,411             $12,274            $10,658
Office/service center                            3,228               3,635               1,211              1,156
Industrial                                         140                 141                                     61
                                    ==============================================================================
  Total                                        $39,307             $32,187             $13,485            $11,875
                                    ==============================================================================

Depreciation
and amortization
Office                                         $10,440              $8,020              $3,580             $3,113
Office/service center                              953                 815                 339                277
Industrial                                          33                  62                                     19
Other                                              386                 529                 144                 96
                                    ==============================================================================
  Total                                        $11,812              $9,426              $4,063             $3,505
                                    ==============================================================================

Interest expense
Office                                          $9,194              $7,334              $3,205             $3,080
Office/service center                            1,085                 858                 388                302
Industrial                                          70                 162                                     58
                                    ==============================================================================
  Total                                        $10,349              $8,354              $3,593             $3,440
                                    ==============================================================================



Additions to properties
Office                                         $27,816            $149,820              $2,656            $34,716
Office/service center                              669                 536                 163                 67
Industrial                                          36                  37                                     37
Other                                               41                  60                   1                 10
                                    ==============================================================================
  Total                                        $28,562            $150,453              $2,820            $34,830
                                    ==============================================================================
</TABLE>

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

<TABLE>
<CAPTION>
                                             For the nine months ended             For the three months ended
                                                       September 30,                         September 30,
                                                 1999               1998                 1999               1998

<S>                                            <C>                 <C>                  <C>                <C>
Office                                         $16,305             $13,057              $5,489             $4,465
Office/service center                            1,190               1,962                 484                577
Industrial                                          37                (83)                                   (16)
Deferred rental revenues                           433               1,159                 271                511
Interest and other income                          996                 494                 476                217
General and administrative                     (3,424)             (3,643)             (1,210)            (1,393)
Other depreciation                               (386)               (529)               (144)               (96)
                                    ------------------------------------------------------------------------------

Total                                          $15,151             $12,417              $5,366             $4,265
                                    ==============================================================================
</TABLE>

Following is a summary of segment  assets at September 30, 1999 and December 31,
1998:
                                         September 30,        December  31,
                                   ----------------------------------------
                                               1999                1998
Assets
Office                                        $401,847            $394,607
Office/service center                           31,132              31,841
Industrial                                                           3,949
Other                                           20,838              13,292
                                   ----------------------------------------
Total                                         $453,817            $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 net 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 net gain on sale of $ 4,848.  The Company
expects to sell its Markham,  Illinois property in the 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  net loss on sale of this
property in an amount of $648 during the nine months ended September 30, 1999.

On August 25, 1999,  the Company sold its 565 Lakeview  Parkway,  Vernon  Hills,
Illinois property for $8,800 resulting in a net gain on sale of $3,203.

5.       Long-term Debt

In June 1999,  the Company  entered into an interest rate cap  agreement  with a
major financial  institution  whereby the Company has 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 December  1999.  The Company has
obtained  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 except per share data)

The  following  is a  discussion  and  analysis  of the  consolidated  financial
condition  and  results  of  operations  for the  three  and nine  months  ended
September  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 September 30, 1999, the Company owned and operated 37 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.

Growth in net  income  and funds  from  operations  (FFO) for the three and nine
months ended  September  30, 1999 as compared to September 30, 1998 was 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 net 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 net gain on sale of $4,848.

On August 25, 1999,  the Company sold its 565 Lakeview  Parkway,  Vernon  Hills,
Illinois property for $8,800 resulting in a net gain on sale of $3,203.

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  September 30, 1999 compared to three months ended  September
30, 1998

In analyzing the operating results for the quarter ended September 30, 1999, the
changes in rental and  reimbursement  income,  real  estate  taxes and  property
operating  expenses  from the same  period  in 1998 are due  principally  to the
following  factors:  (1) the  addition  of  operating  results  from  properties
acquired subsequent to September 30, 1998, (2) the addition of operating results
from  properties  acquired in 1999, (3) operating  results of properties sold in
1999 and (4) improved operations of properties during 1999 as compared to 1998.

The Company acquired three  properties  during the third quarter of 1998 and one
property  subsequent  to September  30,  1998.  The  operating  results of these
properties  have been included in the Company's  financial  statements  from the
dates of their  acquisitions.  In addition,  the Company sold four properties in
1999. A summary of these changes as they impact rental and reimbursement income,
real estate taxes, and property operating expenses follows:

<TABLE>
<CAPTION>

                                                                    Rental and        Real estate        Property
                                                                   reimbursement         taxes          operating
                                                                      income                             expenses

<S>                                                                   <C>                  <C>            <C>
Increase due to inclusion of results of  properties  acquired         $1,520               $546           $332
in 1998
Increase due to properties acquired in 1999                              754                119            282
Decrease due to property dispositions in 1999                          (691)              (113)          (149)
Improved operations in 1999 as compared to 1998                          979              (201)            376
                                                           --------------------- ------------------ --------------
Total                                                                 $2,562               $351           $841
                                                           ===================== ================== ==============
</TABLE>

Interest  expense during the quarter ended  September 30, 1999 increased by $153
as the Company had greater  amounts of debt  outstanding  in 1999 as compared to
1998.

Depreciation  and  amortization  increased  in 1999 by $558 as the Company had a
gross book value of  depreciable  assets of  $399,760 at  September  30, 1999 as
compared to $385,022 at September 30, 1998.

The Company sold one property  during the three months ended  September 30, 1999
for a total net gain on sale of $3,203.  The Company  did not have any  material
dispositions during the same period of 1998.

Nine months  ended  September  30,  1999 as  compared  to the nine months  ended
September 30, 1998

In analyzing the operating results for the nine months ended September 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, (3) operating
results of  properties  sold in 1999 and (4) improved  operations  of properties
during 1999 as compared to 1998.

The Company acquired three  properties  during the third quarter of 1998 and one
property  subsequent  to September  30,  1998.  The  operating  results of these
properties  have been included in the Company's  financial  statements  from the
dates of their  acquisitions.  In addition,  the Company sold four properties in
1999. A summary of these changes as they impact rental and reimbursement income,
real estate taxes, and property operating expenses follows:

<TABLE>
<CAPTION>

                                                                    Rental and        Real estate      Property
                                                                   reimbursement         taxes        operating
                                                                      income                           expenses

<S>                                                                   <C>                <C>            <C>
Increase due to inclusion of results of  properties  acquired         $9,584             $1,920         $2,147
in 1998
Increase due to properties acquired in 1999                            1,249                184            351
Decrease due to property dispositions in 1999                          (259)              (160)          (102)
Improved operations in 1999 as compared to 1998                        2,113                812          1,141
                                                           --------------------- ------------------ --------------
Total                                                                $12,687             $2,756         $3,537
                                                           ===================== ================== ==============
</TABLE>

Interest  expense  during the nine months ended  September 30, 1999 increased by
$1,995  as the  Company  had  greater  amounts  of debt  outstanding  in 1999 as
compared to 1998.

Depreciation and  amortization  increased in 1999 by $2,386 as the Company had a
gross book value of  depreciable  assets of  $399,760 at  September  30, 1999 as
compared to $385,022 at September 30, 1998.

The Company sold four  properties  and recorded an  anticipated  loss on sale of
$648 on its Markham,  Illinois  property  during the nine months ended September
30,  1999 for a total net gain on sale of $8,061.  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 under its
existing $150,000  unsecured bank credit facility,  which matures in April 2001,
and  with  proceeds  from  the  sale of  properties.  The  Company  had  $98,000
outstanding under its unsecured bank credit facility at September 30, 1999.

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 nine months ended  September 30, 1999,  the Company  purchased
278,601  common  shares and  completed  the purchase of 1,000,000  common shares
under this plan at an average cost to the Company of $15.34 per share.  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. As of September
30, 1999, the Company had  repurchased  500,000 common shares as part of the new
plan at an  average  cost to the  Company  of $15.50  per  share.  Common  share
repurchases  totaled  $12,157 for the nine months ended September 30, 1999 under
the two plans.  These common share  repurchases  were funded through  borrowings
under the  Company's  unsecured  bank credit  facility,  proceeds  from property
dispositions and working capital.

During  the  nine  months  ended  September  30,  1999,  the  Company  generated
approximately  $22,000  of  net  proceeds  from  property  dispositions.   These
dispositions  are  consistent  with the  Company's  strategy  to seek to enhance
shareholder value in part through strategic dispositions.  The net proceeds from
the sales  were or will be used to repay  borrowings  under its  unsecured  bank
credit facility,  to repurchase common shares, to acquire additional  investment
properties and for working capital.

The Company has signed a contract to sell its  Markham,  Illinois,  property for
$514. The Company  anticipates closing this transaction in the 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 December  1999.  The Company has
obtained a $500 letter of credit under its unsecured  bank 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).  The Company's  method of computing FFO 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 nine
months ended September 30, 1999 and 1998 is as follows (dollars in thousands):

<TABLE>
<CAPTION>

                                                                    Nine months ended                 Three months ended
                                                                        September 30,                     September 30,
                                                                   1999              1998             1999             1998

<S>                                                              <C>               <C>               <C>             <C>
Net income applicable to common shares                           $20,391           $12,376           $7,625          $4,247
Gain on sale of properties, net                                  (8,061)                            (3,203)
Depreciation and amortization                                     11,307             8,827            3,917           3,384
Minority interests                                                    79                41               30              18
                                                        ----------------- ----------------- ---------------- ---------------
FFO                                                              $23,716           $21,244           $8,369          $7,649
                                                        ================= ================= ================ ===============
</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 the timing
of 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,  changes in the timing of property  sales and  acquisitions,
changes in the market  value of  properties  expected to be sold,  unanticipated
expenses  related to sale or acquisition  transactions,  or changes in 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  through  September 30, 1999 for  evaluation,  remediation and
testing  costs were $178.  The Company  expects to incur an  additional  $180 of
costs by  December  31,  1999.  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 is testing whether
the financial items are in fact Year 2000 compliant and expects to complete such
testing in November 1999.

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.

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.  During the
evaluation process the Company identified several building systems in certain of
its  properties  that  needed  modification  or  replacement  to  be  Year  2000
compliant.  Based upon information the Company has received from its vendors and
its own remediation and testing program, the Company believes that the impact of
any system failure is not likely to be material.

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 which are due 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  or
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 and implemented during the fourth quarter of 1999.

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

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.  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 September 30, 1999,  the Company had $100,713 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,  74% of the
Company's long-term debt outstanding  (including the interest rate cap agreement
described  above) at September  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                    $758      $2,484       $2,660   $2,851    $13,860       $78,100
     Average interest rate                    6.97%       6.97%        6.97%    6.97%      7.06%         6.94%
Variable Rate
     Bank loan payable                                               $98,000
     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 October 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 nine
months ended September 30, 1999 was 5.1%.




<PAGE>


Part II Other Information

Item 2. Changes in Securities (Dollars in thousands)

During  the  quarter  ended   September  30,  1999,  the  Company  issued  3,518
unregistered common shares pursuant to the exercise of outstanding share options
with an  aggregate  exercise  price of $42.  These  shares  were  issued  to the
optionholders  pursuant to the exemption from the  registration  requirements of
the Securities Act of 1933, as amended (the "Act"),  provided by Section 4(2) of
the Act, including Rule 701 thereunder.


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:

               No  reports  on Form 8-K were  filed  during  the  quarter  ended
September 30, 1999.


<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: November 12, 1999                   /s/ James Hicks
                                       Chief Financial Officer
                                                and
                                             Treasurer
                                      (Principal Financial and
                                         Accounting Officer)