SECURITIES AND EXCHANGE COMMISSION
                                               Washington, D.C. 20549

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### FORM 10-Q

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

For the quarterly period ended March 31, 2002

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)

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

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

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

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Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.               Yes
  X       No

Number of shares of the registrant's  common shares of beneficial  interest,  $.01 par value per share,  outstanding as of May 1, 2002:
16,537,348

`Index to Form 10-Q
                                 March 31, 2002

                                                                                  Page Number
                                                                                  -----------

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

                      Consolidated Balance Sheets
                      as of March 31, 2002
                      and December 31, 2001                                           3

                      Consolidated Statements of Income
                      for the three months
                      ended March 31, 2002 and 2001                                   4

                      Consolidated Statement of Changes
                      in Shareholders' Equity
                      for the three months ended March 31, 2002                       5

                      Consolidated Statements of Cash Flows
                      for the three months
                      ended March 31, 2002 and 2001                                   6

                      Notes to Consolidated Financial Statements                      7

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

         Item 3.      Quantitative and Qualitative Disclosures about Market Risk     18

Part II - Other Information

         Item 6.      Exhibits and Reports on Form 8-K                               20`

`Great Lakes REIT
Consolidated Balance Sheet
(Dollars in Thousands, except per share data)                                          March 31,         December 31,
                                                                               --------------------------------------
                                                                                          2002               2001
                                                                                          ----               ----
Assets
Properties:
Land                                                                                      $65,602            $64,736
Buildings, improvements, and equipment                                                    467,422            457,849
                                                                               --------------------------------------
                                                                                          533,024            522,585
Less accumulated depreciation                                                              60,220             56,839
                                                                               --------------------------------------
                                                                                          472,804            465,746
Cash and cash equivalents                                                                   3,890              2,896
Real estate tax escrows                                                                       210                225
Rents receivable                                                                            6,520              6,661
Deferred financing and leasing costs, net of accumulated amortization                       6,811              6,674
Goodwill, net of accumulated amortization                                                   1,061              1,061
Other assets                                                                                3,837              3,229
                                                                               --------------------------------------
Total assets                                                                             $495,133           $486,492
                                                                               ======================================

Liabilities and shareholders' equity:
Bank loan payable                                                                        $107,250           $102,250
Mortgage loans payable                                                                    149,965            150,868
Bonds payable                                                                               3,960              3,960
Accounts payable and accrued liabilities                                                   10,997              2,960
Accrued real estate taxes                                                                  10,821             12,710
Prepaid rent                                                                                2,451              3,539
Security deposits                                                                           1,649              1,629
                                                                               --------------------------------------
Total liabilities                                                                         287,093            277,916
                                                                               --------------------------------------
Minority interests                                                                            663                682
                                                                               --------------------------------------
Preferred shares of beneficial interest ($0.01 par value,                                  37,500             37,500
 10,000 shares authorized; 1,500 9 3/4% Series A
 Cumulative Redeemable shares, with a $25.00 per share
liquidation preference, issued and outstanding)
Common shares of beneficial interest ($0.01 par value, 60,000 shares                          183                183
 authorized; 18,309 and 18,275 shares issued in 2002 and 2001, respectively)
Paid-in-capital                                                                           235,430            235,371
Retained earnings (deficit)                                                              (18,274)           (15,927)
Employee share loans                                                                     (18,677)           (20,083)
Deferred compensation                                                                     (2,259)            (2,325)
Accumulated other comprehensive income                                                        798                499
Treasury shares, at cost (1,772 shares)                                                  (27,324)           (27,324)
                                                                               --------------------------------------
Total shareholders' equity                                                                207,377            207,894
                                                                               --------------------------------------
Total liabilities and shareholders' equity                                               $495,133           $486,492
                                                                               ======================================`

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

`Great Lakes REIT
Consolidated Statements of Income
(Dollars in Thousands, except per share data)
                                                       Three months ended March 31,
                                                      ---------------------------------
                                                         2002                   2001
                                                         ----                   ----
Revenues:
Rental                                                  $19,713                $19,046
Reimbursements                                            5,487                  5,075
Parking                                                     133                     95
Telecommunications                                           73                    136
Tenant service                                               66                     80
Interest                                                    341                    387
Other                                                       198                    162
                                                      ---------------------------------
Total revenues                                           26,011                 24,981
                                                      ---------------------------------
Expenses:
Real estate taxes                                         4,286                  3,826
Other property operating                                  6,804                  6,015
General and administrative                                1,109                  1,287
Interest                                                  3,760                  3,506
Depreciation and amortization                             4,857                  4,451
                                                      ---------------------------------
Total expenses                                           20,816                 19,086
                                                      ---------------------------------
Income before allocation to minority interests            5,195                  5,895
Minority interests                                           13                     14
                                                      ---------------------------------
Net income                                                5,182                  5,881
Income allocated to preferred shareholders                  914                    914
                                                      ---------------------------------
Net income applicable to common shares                    4,268                  4,967
                                                      =================================

Earnings per common share - basic                         $0.26                  $0.30
                                                      =================================

Weighted average common shares outstanding - basic       16,368                 16,573
                                                      =================================

Diluted earnings per common share                         $0.26                  $0.30
                                                      =================================

Weighted average common shares outstanding - diluted     16,472                 16,713
                                                      =================================

Comprehensive income:
Net income                                               $5,182                 $5,881
Change in fair value of interest rate swap agreements       299                      -
                                                      ---------------------------------
Total comprehensive income                               $5,481                 $5,881
                                                      =================================`

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

`Great Lakes REIT
Consolidated Statement of Changes in Shareholders' Equity
For the Three Months Ended March 31, 2002
(Dollars in Thousands)

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

Common Shares
Balance at beginning of period                                            183
------------------------------------------------------------------------------
Balance at end of period                                                  183

Paid-in capital
Balance at beginning of period                                        235,371
Exercise of share options                                                  59
------------------------------------------------------------------------------
Balance at end of period                                              235,430

Retained earnings (deficit)
Balance at beginning of period                                       (15,927)
Net income                                                              5,182
Distributions/dividends                                               (7,529)
------------------------------------------------------------------------------
Balance at end of period                                             (18,274)

Employee share loans
Balance at beginning of period                                       (20,083)
Repayment of loans                                                      1,406
------------------------------------------------------------------------------
Balance at end of period                                             (18,677)

Deferred compensation
Balance at beginning of period                                        (2,325)
Amortization of deferred compensation                                      66
------------------------------------------------------------------------------
Balance at end of period                                              (2,259)

Accumulated other comprehensive income
Balance at beginning of period                                            499
Change in fair value of interest rate swap agreements                     299
------------------------------------------------------------------------------
Balance at end of period                                                  798

Treasury shares
Balance at beginning of period                                       (27,324)
------------------------------------------------------------------------------
Balance at end of period                                             (27,324)
------------------------------------------------------------------------------
Total shareholders' equity                                           $207,377
==============================================================================`

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

`Great Lakes REIT
Consolidated Statements of Cash Flows
(in thousands)
                                                                         Three Months Ended March 31,
                                                                 -----------------------------------------
                                                                          2002                    2001
                                                                          ----                    ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                                 $5,182                  $5,881
Adjustments to reconcile net income to cash
     flows from operating activities
   Depreciation and amortization                                            4,857                   4,451
   Other non cash items                                                        78                      95
Net changes in assets and liabilities:
   Rents receivable                                                           141                     682
   Real estate tax escrows and other assets                                 (865)                   (422)
   Accounts payable, accrued expenses and other liabilities                   339                 (2,792)
   Accrued real estate taxes                                              (1,889)                   (729)
   Payment of deferred leasing costs                                        (714)                   (978)
                                                                 -----------------------------------------
Net cash provided by operating activities                                   7,129                   6,188
                                                                 -----------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of properties                                                    (8,095)                (25,979)
Additions to buildings and improvements                                   (2,660)                 (3,618)
Other investing activities                                                   (12)                   (263)
                                                                 -----------------------------------------
Net cash used by investing activities                                    (10,767)                (29,860)
                                                                 -----------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of share options                                        59                      41
Proceeds from repayment of employee share loans                             1,406                      --
Proceeds from bank and mortgage loans payable                               5,000                 144,419
Distributions / dividends paid                                              (914)                   (919)
Distributions to minority interests                                          (16)                      --
Payment of bank and mortgage loans and bonds                                (903)               (117,650)
Payment of deferred financing costs                                            --                   (961)
                                                                 -----------------------------------------
Net cash provided by financing activities                                   4,632                  24,930
                                                                 -----------------------------------------
Net increase (decrease) in cash and cash equivalents                          994                   1,258
Cash and cash equivalents, beginning of year                                2,896                     785
                                                                 -----------------------------------------
Cash and cash equivalents, end of quarter                                  $3,890                  $2,043
                                                                 =========================================

Supplemental disclosure of cash flow:
Interest paid                                                              $3,785                  $3,950
                                                                 =========================================

Non cash financing transactions:
Employee share purchase loans                                                  --                      $8
                                                                 =========================================
                                                                 =========================================`

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

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

1.      Basis of Presentation

Great Lakes REIT, a
Maryland real estate investment trust (the Company), was formed in
1992 to invest in income-producing real property. The principal business of the
Company is the ownership, management, leasing, renovation and acquisition of
suburban office properties, primarily located in the Midwest region of the
United States. At March 31, 2002, the Company owned and operated 38 properties,
primarily located in suburban areas of Chicago, Detroit, Milwaukee, Denver,
Cincinnati, Columbus and Minneapolis. The Company leases office space to over
500 tenants that are engaged in a variety of businesses.

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

The accompanying
consolidated financial statements have been prepared in accordance with the
instructions to Form 10-Q and do not include all information and footnotes
necessary for a fair presentation of financial position, results of operations
and cash flows in conformity with accounting principles generally accepted in
the United States. These statements should be read in conjunction with the
Companys most recent year-end audited financial statements, which are
contained in the Companys Annual Report on Form 10-K for the year ended
December 31, 2001 (the 2001 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 2001 10-K.

2.      Derivatives and Hedging Activities

In October 2001, the
Company entered into two separate interest rate swap agreements with notional
amounts of $25,000 each. One agreement has a term of two years and fixes the
interest rate on $25,000 of the Companys unsecured credit facility at a
maximum of 4.12%. The second swap agreement has a term of three years and fixes
the interest rate on $25,000 of the Companys unsecured credit facility at
a maximum of 4.73% per annum. The Company is exposed to credit loss in the event
of non-performance by counterparties under these agreements, but the Company
does not expect non-performance by any of these counterparties. The amount of
such exposure is generally limited to the amount of any payments due but not yet
received from the counterparty.

At March 31, 2002, the fair
value of the swap agreements was $798 and is reflected as accumulated other
comprehensive income in the consolidated balance sheet as of March 31, 2002.

3.      Segment Information

The Company has two
reportable segments, distinguished by property type. The property types are
office and office service center that represent 91% and 9% (as measured by
square feet) of the Companys overall portfolio, respectively. Office
buildings are generally single-story or multi-story buildings used by tenants
for office activities. The buildings generally have common area lobbies and
other amenities, including food service areas, atriums and limited underground
parking facilities. Office service center buildings generally are one-story
buildings with no common areas. Tenant spaces generally have less than 100%
office use with the non-office space used for showroom, technical or light
storage purposes. As of March 31, 2002, 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 the aggregate annualized base rent.

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

The following table
represents a summary report of segment information for the three months ended
March 31, 2002 and 2001:

`Three months ended March 31,
                                                             2002            2001
                                                  --------------------------------
Revenues:

Office                                                    $24,462         $23,023
Office service center                                       1,301           1,569
Deferred rental income                                         37               -
Interest and other                                            211             389
                                                  --------------------------------
Total                                                     $26,011         $24,981
                                                  ================================

Net operating income:

Office                                                    $13,773         $13,730
Office service center                                         770           1,021
                                                  --------------------------------
Total                                                     $14,543         $14,751
                                                  ================================

Depreciation and amortization:

Office                                                     $4,431          $4,013
Office service center                                         302             313
Other                                                         124             125
                                                  --------------------------------
Total                                                      $4,857          $4,451
                                                  ================================

Interest expense:

Office                                                     $3,580          $3,258
Office service center                                         180             248
                                                  --------------------------------
Total                                                      $3,760          $3,506
                                                  ================================

Income before allocation to minority interests:

Office net operating income                               $13,773         $13,730
Office service center net operating income                    770           1,021
Office interest expense                                   (3,580)         (3,258)
Office service center interest expense                      (180)           (248)
Office depreciation                                       (4,431)         (4,013)
Office service center depreciation                          (302)           (313)
Deferred rental revenues                                       37               -
Interest and other income                                     341             389
General and administrative expenses                       (1,109)         (1,287)
Other depreciation                                          (124)           (125)
                                                  --------------------------------
Income before allocation to minority interests:            $5,195          $5,895
                                                  ================================

Additions to properties:
Office                                                    $10,517         $29,045
Office service center                                         238             552
                                                  --------------------------------
Total                                                     $10,755         $29,597
                                                  ================================

Following is a summary of segment assets at March 31, 2002 and December
31, 2001:
                                                  March 31,         December 31,
                                                   2002                2001
Assets                                   ----------------------------------------
Office                                             $457,600            $449,501
Office service center                                23,817              23,832
Other                                                13,716              13,159
                                         ----------------------------------------
Total                                              $495,133            $486,492
                                         ========================================`

4.      Property Acquisition

On January 30, 2002, the
Company acquired Two Riverwood Place, a 99,500 square foot multi-story office
building located in Pewaukee, Wisconsin, for a contract price of $8,095.

5.      Earnings per Share

The unvested restricted
common share grants (166,664 shares at March 31, 2002) are excluded from the
common shares used to compute basic earnings per share. The unvested restricted
common shares are included in the shares used to compute fully diluted earnings
per share using the treasury stock method whereby the unamortized deferred
compensation related to these shares is assumed to be the exercise value of
these shares.

The Company has 40,199
operating partnership units held by non-affiliates of the Company outstanding at
March 31, 2002, which are convertible to common shares on a one for one basis at
the option of the holder.

6.      Goodwill

In June 2001, the Financial
Accounting Standards Board issued Statements of Financial Accounting Standards
No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible
Assets, effective for fiscal years beginning after December 15, 2001. Under the
new rules, goodwill will no longer be amortized but will be subject to annual
impairment tests in accordance with these Statements.

The Company has performed
the required impairment tests of goodwill as of March 31, 2002, and has
determined that goodwill is not impaired as of that date.

7.      Impairment of Assets

In August 2001, the
Financial Accounting Standards Board issued Statement of Financial Accounting
Standards No. 144, Accounting for Impairment or Disposal of Long-lived Assets,
which is effective for fiscal years beginning after December 15, 2001. The
provisions of this statement did not affect the Companys financial
position and results of operations for the quarter ended March 31, 2002.

The Company recognizes
impairment losses for its properties when indicators of impairment are present
and a propertys expected undiscounted cash flows are not sufficient to
recover the propertys carrying amount.

8.      Subsequent Event

The Company sold its
property located at 160 Hansen Court, Wood Dale, Illinois, on April 22, 2002 for
a contract price of $2,322 resulting in a gain on sale of approximately $1,100,
which will be recognized in the second quarter of 2002.

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

The following is a
discussion and analysis of the consolidated financial condition and results of
operations for the three months ended March 31, 2002. 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 2001 10-K.

Trends

In 2001, occupancy rates in
the markets in which the Companys properties are located, primarily the
suburban areas of Chicago, Milwaukee, Detroit, Columbus, Minneapolis, Denver and
Cincinnati, declined due to increases in supply and decreases in demand for
office space. As a result, the overall portfolio occupancy of the Companys
properties declined from 92% at the end of 2000 to 88% at the end of 2001, and
approximately 84% at March 31, 2002. Occupancy declines in the Companys
portfolio of properties adversely impact the Companys results of
operations. The Company does not expect that the overall market will improve in
2002. As a result, the Company expects that overall portfolio occupancy will
decline to approximately 83% through the end of 2002 and that revenues and net
income will decrease slightly in 2002 as compared to 2001. Operating results for
the quarter ended March 31, 2002, are consistent with these trends as net income
decreased slightly as compared to the quarter ended March 31, 2001.

As of May 1, 2002, several
tenants were in default under their leases for failure to make rent payments.
The largest of these tenants, an affiliate of PSINet, Inc., has vacated its
space and the Company expects that this tenant will not fully meet the financial
obligations of its lease. Several other tenants that are not currently in
default are experiencing financial difficulties which may lead to lease
defaults. These tenant defaults may adversely impact the Companys revenue
in 2002.

Legion Insurance Company,
which leases 58,000 square feet of space at Milwaukee Center and represented
1.48% of the Companys aggregate portfolio annualized base rent as of
December 31, 2001, was placed in rehabilitation by the Pennsylvania Department
of Insurance on April 1, 2002. The first step in the rehabilitation process is a
financial evaluation of Legion Insurance by the Pennsylvania Department of
Insurance. The two possible outcomes of the process are a plan of rehabilitation
for Legion Insurance Company or an orderly liquidation of Legion Insurance
Company. This process will take some time for the Pennsylvania Department to
evaluate. Based on currently available information, the Company believes it is
more likely than not that Legion will fulfill all terms of its lease. Legion
Insurance Company is current on all its rental payments to date.

Three months ended March 31, 2002 compared to 2001

In analyzing the operating
results for the three months ended March 31, 2002, the changes in rental and
reimbursement income, real estate taxes and other property operating expenses
from 2001 are due principally to: (i) the addition of a full years
operating results in 2002 of properties acquired in 2001 compared to the partial
years operating results from the dates of their respective acquisitions in
2001, (ii) the addition of operating results of properties acquired in 2002 from
the dates of acquisition and (iii) changes in operations of properties during
2002 compared to 2001. Other property operating expenses include contract
services, repairs, maintenance, utilities, personnel, insurance and other costs
directly associated with the leasing, management and operation of the
properties.

|                                                | Rental | Reimbursement | Real estate | Property 
|----------------------------------------------- | ------ | ------------- | ----------- | ---------
|                                                | income | income        | taxes       | operating
|                                                |        |               |             | expenses 
|Increase due to properties acquired in 2001     | $1,438 | $937          | $423        | $627     
|Increase due to properties acquired in 2002     | 119    | 56            | 7           | 59       
|Increase (decrease) in 2002 as compared to 2001 | (890)  | (581)         | 30          | 103      
|Total                                           | $667   | $412          | $460        | $789     

Telecommunications income
decreased by $63 during the quarter ended March 31, 2002 as compared to 2001 as
certain tenants who paid these rentals in the first quarter of 2001 discontinued
their businesses later in 2001.

Tenant service income
decreased by $14 in the quarter ended March 31, 2002 as compared to 2001 as
tenants use of additional services declined with the decline in portfolio
occupancy.

Interest income decreased
by $46 during the quarter ended March 31, 2002, as compared to 2001 as certain
interest bearing employee shares loans were repaid in early 2002.

General and administrative
expenses decreased by $178 during the quarter ended March 31, 2002 as compared
to 2001 due to decreased bonus compensation costs.

Interest expense increased
by $254 during the quarter ended March 31, 2002 as compared to 2001 due higher
amounts outstanding under its unsecured credit facility and under its long-term
debt during 2002 despite lower interest rates on its unsecured line of credit in
2002.

Depreciation and
amortization expenses increased by $406 during the quarter ended March 31, 2002
as compared to 2001 because the Company had a gross book value of depreciable
assets of $467,422 at March 31, 2002 as compared to $427,263 at March 31, 2001.

Segment Operations

The Company has two
reportable segments, distinguished by property type. The property types are
office and office service center. Office buildings are generally single-story or
multi-story buildings used by tenants for office activities. The buildings
generally have common area lobbies and other amenities including food service
areas, atriums and limited underground parking facilities. Office service center
buildings generally are one-story buildings with no common areas. Tenant spaces
generally have less than 100% office use with the non-office space used for
showroom, technical or light storage purposes.

The net income for the office segment is as follows:

|                     | Three months ended March 31
|-------------------- | ---------------------------
|                     | 2002                       
|Net Operating Income | $13,773                    
|Interest expense     | (3,580)                    
|Depreciation         | (4,431)                    
|Segment net income   | $ 5,762                    

The decrease in the office
segment net income for the three months ended March 31, 2002 as compared to 2001
was due to increased depreciation expense in 2002 as the Company had a higher
gross book value of depreciable office assets in 2002 as compared to 2001 and
due to declining occupancy levels. Net operating income in this segment only
increased $43 despite having more properties in this segment in 2002.

The net income for the office service center segment is as follows:

|                     | Three months ended March 31
|-------------------- | ---------------------------
|                     | 2002                       
|Net Operating Income | $770                       
|Interest expense     | (180)                      
|Depreciation         | (302)                      
|Segment net income   | $288                       

The decrease in segment net
income for the three months ended March 31, 2002 as compared to 2001 was due to
decreases caused by declining occupancies in this property segment.

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 is a party to a
$150,000 unsecured credit facility that matures on March 23, 2004. Borrowings
under the credit facility bear interest at LIBOR plus 1.0% to 1.2%, depending on
overall Company leverage. The credit facility contains financial covenants,
including requirements for a minimum tangible net worth, maximum liabilities to
asset values, debt service coverage and net property operating income. The
credit facility also contains restrictions on, among other things, indebtedness,
investments, dividends, liens, mergers and development activities. The Company
may, depending on circumstances, decide to use secured debt as an alternative to
the unsecured credit facility.

The Company expects to meet
its short-term liquidity requirements for any property acquisitions and
significant capital improvements through property dispositions and additional
borrowings under its unsecured credit facility. The Company had $42,750
available for future borrowings under the unsecured credit facility at March 31,
2002.

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

The Company sold its
property located at 160 Hansen Court, Wood Dale, Illinois, on April 22, 2002 for
a contract price of $2,322 resulting in a gain on sale of approximately $1,100,
which will be recognized in the second quarter of 2002.

Forward-Looking Statements

Statements regarding
leasing velocity and other expectations regarding average occupancy and
portfolio occupancy rates, the anticipated effects of tenant defaults,
acquisition and disposition opportunities, if any, the Companys liquidity
requirements and certain other statements in this report are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. The words believe,
expect, anticipate and similar expressions identify
forward-looking statements. Although the Company believes that the expectations
reflected in these forward-looking statements are based on reasonable
assumptions, there can be no assurance that such expectations will be met.
Various factors could cause actual results to differ materially from the
Companys expectations, including changes in interest rates, unexpected
delays in project lease-up, changes in the local or national economies,
unanticipated changes in the supply or demand for office space, increased
sub-lease availability which could negatively impact space absorption, tenant
default rates and other risks inherent in the real estate business. Many of
these factors are beyond the Companys ability to control or predict.
Forward-looking statements are not guarantees of performance. For
forward-looking statements made in this report, the Company claims the
protection of the safe harbor for forward-looking statements made in the Private
Securities Litigation Reform Act of 1995. The Company assumes no obligation to
update or supplement forward-looking statements.

ITEM 3.    MARKET RISK (Dollars in thousands)



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

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

The Companys variable
rate debt under the unsecured credit facility bears interest at LIBOR plus 1% to
1.2% per annum depending on the Companys overall leverage. Increases in
LIBOR rates would increase the Companys interest expense and reduce its
cash flow. Conversely, declines in LIBOR rates would decrease the Companys
interest expense and increase its cash flow. In October 2001, the Company
entered into two separate interest rate swap agreements with notional amounts of
$25,000 each. One agreement has a term of two years and fixes the interest rate
on $25,000 of the Companys unsecured credit facility at a maximum of
4.12%. The second swap agreement has a term of three years and fixes the
interest rate on $25,000 of the Companys unsecured credit facility at a
maximum of 4.73% per annum.

At March 31, 2002, the
Company had $199,965 of fixed rate debt outstanding at an average rate of 6.31%
(including the effect of the two swap agreements). 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 effective
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, 77% of the Companys long-term debt
outstanding at March 31, 2002 bears interest at fixed rates (including the debt
affected by the swap agreements). The Company may, as market conditions warrant,
enter into additional fixed rate long-term debt instruments on either a secured
or unsecured basis

A tabular presentation of interest rate sensitivity is as follows:

`Interest Rate Sensitivity
                                                 Principal Amount by Expected Maturity
                                                         Average Interest Rate

                                       2002         2003         2004         2005         2006   Thereafter
Liabilities:
Fixed Rate
     Mortgage loans payable          $2,840     $14,776        $6,485       $4,146      $24,267      $98,355
     Average interest rate            6.96%        7.05%        7.71%        6.88%        6.69%        7.05%
Fixed Rate
     Bank loan payable (1)                                    $25,000
     Bank loan payable (2)                                    $25,000
     Average Interest rate

Variable Rate
     Bank loan payable (3)                -       -         $57,250              -            -            -
     Average interest rate (4)
     Bonds payable                     $340         $375         $415         $460         $505       $1,865
     Average interest rate              (5)          (5)          (5)          (5)          (5)          (5)`

|(1) | The maximum interest rate is 4.12% per annum until December 2003.
|--- | -----------------------------------------------------------------

|(2) | The maximum interest rate is 4.73% per annum until December 2004.
|--- | -----------------------------------------------------------------

|(3) | The variable rate bank debt under the unsecured credit facility payable accrues interest at LIBOR plus
1.2% per annum.
|--- | ----------------------------------------------------------------------------------------------------------------------

|(4) | The average interest rate on the variable rate bank debt for
the three months ended March 31, 2002 was 3.1% per annum. (5) The average
interest rate on the bonds payable for the quarter ended March 31, 2002 was
3.25% per annum.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | The average
interest rate on the bonds payable for the quarter ended March 31, 2002 was
3.25% per annum.
|--- | --------------------------------------------------------------------------------------------------------

Part II.    Other Information

ITEM 6.        Exhibits and Reports on Form 8-K

|(a) | Exhibits
|--- | --------

The following exhibits are attached hereto:

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

|(b) | Reports on Form 8-K:
|--- | --------------------

# 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:   May 9, 2002 | /s/James Hicks                              
|------------------- | --------------------------------------------
|                    | Chief Financial Officer and Treasurer       
|                    | (Principal Financial and Accounting Officer)