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 June 30, 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 August 1, 2002: 16,537,348

`Great Lakes REIT
                                                Index to Form 10-Q
                                                   June 30, 2002

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

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

                      Consolidated Balance Sheets
                      as of June 30, 2002
                      and December 31, 2001                                            3

                      Consolidated Statements of Income
                      for the three months
                      ended June 30, 2002 and 2001                                     4

                      Consolidated Statements of Income
                      for the six months
                      ended June 30, 2002 and 2001

                      Consolidated Statement of Changes
                      in Shareholders' Equity
                      for the six months ended June 30, 2002                           5

                      Consolidated Statements of Cash Flows
                      for the six months
                      ended June 30, 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 Sheets
(Dollars in Thousands, except per share data)                                                 June 30,         December 31,
                                                                                        ----------------------------------------
                                                                                                2002               2001
                                                                                                ----               ----
Assets
Properties:
Land                                                                                                 $61,402            $60,928
Buildings, improvements, and equipment                                                               446,875            436,047
                                                                                        ----------------------------------------
                                                                                                     508,277            496,975
Less accumulated depreciation                                                                         60,313             54,319
                                                                                        ----------------------------------------
                                                                                                     447,964            442,656
Properties held for sale, net                                                                         23,150             23,090
Cash and cash equivalents                                                                              4,824              2,896
Real estate tax escrows                                                                                  181                225
Rents receivable                                                                                       6,391              6,661
Deferred financing and leasing costs, net of accumulated amortization                                  7,220              6,674
Goodwill, net of accumulated amortization                                                              1,061              1,061
Other assets                                                                                           2,412              3,229
                                                                                        ----------------------------------------
Total assets                                                                                        $493,203           $486,492
                                                                                        ========================================

Liabilities and shareholders' equity:
Bank loan payable                                                                                   $110,250           $102,250
Mortgage loans payable                                                                               149,052            150,868
Bonds payable                                                                                          3,620              3,960
Accounts payable and accrued liabilities                                                               8,828              2,960
Accrued real estate taxes                                                                             11,623             12,710
Prepaid rent                                                                                           2,265              3,539
Security deposits                                                                                      1,675              1,629
                                                                                        ----------------------------------------
Total liabilities                                                                                    287,313            277,916
                                                                                        ----------------------------------------
Minority interests                                                                                       662                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)                                                                         (19,727)           (15,927)
Employee share loans                                                                                (18,517)           (20,083)
Deferred compensation                                                                                (2,193)            (2,325)
Accumulated other comprehensive income (loss)                                                          (124)                499
Treasury shares, at cost (1,772 shares)                                                             (27,324)           (27,324)
                                                                                        ----------------------------------------
Total shareholders' equity                                                                           205,228            207,894
                                                                                        ----------------------------------------
Total liabilities and shareholders' equity                                                          $493,203           $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 June 30,
                                                         -----------------------------------
                                                              2002                 2001
                                                              ----                 ----
Revenues:
Rental                                                         $19,175              $18,639
Reimbursements                                                   5,536                5,075
Parking                                                            127                  102
Telecommunications                                                  56                   91
Tenant service                                                      66                  103
Interest                                                           329                  397
Other                                                              274                  180
                                                         -----------------------------------
Total revenues                                                  25,563               24,587
                                                         -----------------------------------
Expenses:
Real estate taxes                                                4,043                3,768
Other property operating                                         6,778                6,194
General and administrative                                       1,462                1,337
Interest                                                         3,767                3,531
Depreciation and amortization                                    4,910                4,458
                                                         -----------------------------------
Total expenses                                                  20,960               19,288
                                                         -----------------------------------
Income from continuing operations                                4,603                5,299
Gain on sale of properties                                       1,034                    -
Discontinued operations, net                                       454                  528
Minority interests                                                (11)                 (13)
                                                         -----------------------------------
Net income                                                       6,080                5,814
Income allocated to preferred shareholders                         914                  914
                                                         -----------------------------------
Net income applicable to common shares                          $5,166               $4,900
                                                         ===================================

Earnings per common share - basic                                $0.32                $0.30
                                                         ===================================

Weighted average common shares outstanding - basic              16,371               16,580
                                                         ===================================

Diluted earnings per common share                                $0.31                $0.29
                                                         ===================================

Weighted average common shares outstanding - diluted            16,547               16,730
                                                         ===================================

Comprehensive income:
Net income                                                      $6,080               $5,814
Change in fair value of interest rate swap agreements            (922)                    -
                                                         -----------------------------------
Total comprehensive income                                      $5,158               $5,814
                                                         ===================================`

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)
                                                               Six months ended June 30,
                                                        -----------------------------------
                                                               2002                 2001
                                                               ----                 ----
Revenues:
Rental                                                        $37,766              $36,402
Reimbursements                                                 10,934               10,047
Parking                                                           255                  192
Telecommunications                                                128                  222
Tenant service                                                    129                  177
Interest                                                          670                  784
Other                                                             467                  332
                                                        -----------------------------------
Total revenues                                                 50,349               48,156
                                                        -----------------------------------
Expenses:
Real estate taxes                                               8,101                7,366
Other property operating                                       13,261               11,909
General and administrative                                      2,570                2,625
Interest                                                        7,527                7,037
Depreciation and amortization                                   9,528                8,663
                                                        -----------------------------------
Total expenses                                                 40,987               37,600
                                                        -----------------------------------
Income from continuing operations                               9,362               10,556
Gain on sale of properties                                      1,034                    -
Discontinued operations, net                                      889                1,164
Minority interests                                               (23)                 (25)
                                                        -----------------------------------
Net income                                                     11,262               11,695
Income allocated to preferred shareholders                      1,828                1,828
                                                        -----------------------------------
Net income applicable to common shares                         $9,434               $9,867
                                                        ===================================

Earnings per common share - basic                               $0.58                $0.60
                                                        ===================================

Weighted average common shares outstanding - basic             16,369               16,577
                                                        ===================================

Diluted earnings per common share                               $0.57                $0.59
                                                        ===================================

Weighted average common shares outstanding - diluted           16,518               16,720
                                                        ===================================

Comprehensive income:
Net income                                                    $11,262              $11,695
Change in fair value of interest rate swap agreements           (623)                    -
                                                        -----------------------------------
Total comprehensive income                                    $10,639              $11,695
                                                        ===================================`

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

`Great Lakes REIT
Consolidated Statement of Changes in Shareholders' Equity
For the Six Months Ended June 30, 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                                                             11,262
Distributions/dividends                                              (15,062)
------------------------------------------------------------------------------
Balance at end of period                                             (19,727)

Employee share loans
Balance at beginning of period                                       (20,083)
Repayment of loans                                                      1,566
------------------------------------------------------------------------------
Balance at end of period                                             (18,517)

Deferred compensation
Balance at beginning of period                                        (2,325)
Amortization of deferred compensation                                     132
------------------------------------------------------------------------------
Balance at end of period                                              (2,193)

Accumulated other comprehensive income (loss)
Balance at beginning of period                                            499
Change in fair value of interest rate swap agreements                   (623)
------------------------------------------------------------------------------
Balance at end of period                                                (124)

Treasury shares
Balance at beginning of period                                       (27,324)
------------------------------------------------------------------------------
Balance at end of period                                             (27,324)
------------------------------------------------------------------------------
Total shareholders' equity                                           $205,228
==============================================================================`

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

`Great Lakes REIT
Consolidated Statements of Cash Flows
(in thousands)
                                                                              Six Months Ended June 30,
                                                                    -----------------------------------------
                                                                              2002                    2001
                                                                              ----                    ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                                   $11,262                 $11,695
Adjustments to reconcile net income to cash
     flows from operating activities
   Depreciation and amortization                                               9,992                   9,162
   Gain on sale of properties                                                (1,034)                       -
   Other non cash items                                                          157                     178
Net changes in assets and liabilities:
   Rents receivable                                                            2,330                     681
   Real estate tax escrows and other assets                                    (250)                     164
   Accounts payable, accrued expenses and other liabilities                  (4,030)                 (3,303)
   Accrued real estate taxes                                                 (1,087)                    (84)
   Payment of deferred leasing costs                                         (1,743)                 (1,032)
                                                                    -----------------------------------------
Net cash provided by operating activities                                     15,597                  17,461
                                                                    -----------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of properties                                                       (8,095)                (25,894)
Additions to buildings and improvements                                      (6,553)                 (7,125)
Proceeds from property sales                                                   2,190                       -
Other investing activities                                                     (123)                    (75)
                                                                    -----------------------------------------
Net cash used by investing activities                                       (12,581)                (33,094)
                                                                    -----------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of share options                                           59                      42
Proceeds from repayment of employee share loans                                1,566                       -
Proceeds from bank and mortgage loans payable                                 10,000                 183,419
Distributions / dividends paid                                               (8,447)                 (8,526)
Distributions to minority interests                                             (48)                    (16)
Payment of bank and mortgage loans and bonds                                 (4,156)               (158,018)
Payment of deferred financing costs                                             (62)                 (1,181)
                                                                    -----------------------------------------
Net cash provided by financing activities                                    (1,088)                  15,720
                                                                    -----------------------------------------
Net increase (decrease) in cash and cash equivalents                           1,928                      87
Cash and cash equivalents, beginning of year                                   2,896                     785
                                                                    -----------------------------------------
Cash and cash equivalents, end of quarter                                     $4,824                    $872
                                                                    =========================================

Supplemental disclosure of cash flow:
Interest paid                                                                 $7,582                  $7,224
                                                                    =========================================

Non cash financing transactions:
Employee share purchase loans                                                      -                    $265
                                                                    =========================================`

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 June 30, 2002, the Company owned and operated 38 properties,
primarily located in suburban areas of Chicago, Milwaukee, Detroit, Columbus,
Minneapolis, Denver and Cincinnati. 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 bank 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 bank 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 June 30, 2002, the fair
value of the swap agreements was a liability of $124 and is reflected as
accumulated other comprehensive income(loss) in the consolidated balance sheet
as of June 30, 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 June 30, 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
June 30, 2002 and 2001:

`Three months ended June 30,     Six months ended June 30,
                                                               2002              2001          2002         2001
                                                  ---------------------------------------------------------------
Revenues:
Office                                                      $23,973           $22,932       $47,145      $44,621
Office service center                                         1,067             1,258         2,303        2,751
Deferred rental income                                          194                 -           231            -
Interest                                                        329               397           670          784
                                                  ---------------------------------------------------------------
Total                                                       $25,563           $24,587       $50,349      $48,156
                                                  ===============================================================

Net operating income:
Office                                                      $13,763           $13,551       $26,914      $26,542
Office service center                                           456               677         1,172        1,555
                                                  ---------------------------------------------------------------
Total                                                       $14,219           $14,228       $28,086      $28,097
                                                  ===============================================================

Depreciation and amortization:
Office                                                       $4,299            $4,002        $8,510       $7,786
Office service center                                           487               298           770          594
Other                                                           124               158           248          283
                                                  ---------------------------------------------------------------
Total                                                        $4,910            $4,458        $9,528       $8,663
                                                  ===============================================================

Interest expense:
Office                                                       $3,655            $3,334        $7,302       $6,594
Office service center                                           112               197           225          443
                                                  ---------------------------------------------------------------
Total                                                        $3,767            $3,531        $7,527       $7,037
                                                  ===============================================================

Income before allocation to minority interests:
Office net operating income                                 $13,763           $13,551       $26,914      $26,542
Office service center net operating income                      456               677         1,172        1,555
Office interest expense                                     (3,655)           (3,334)       (7,302)      (6,594)
Office service center interest expense                        (112)             (197)         (225)        (443)
Office depreciation                                         (4,299)           (4,002)       (8,510)      (7,786)
Office service center depreciation                            (487)             (298)         (770)        (594)
Deferred rental revenues                                        194                 -           231            -
Interest income                                                 329               397           670          784
General and administrative expenses                         (1,462)           (1,337)       (2,570)      (2,625)
Other depreciation                                            (124)             (158)         (248)        (283)
                                                  ---------------------------------------------------------------
Income before allocation to minority interests:              $4,603            $5,299        $9,362      $10,556
                                                  ===============================================================

Additions to properties:
Office                                                         $231            $3,372          $469      $32,417
Office service center                                         3,662                50        14,179          602
                                                  ---------------------------------------------------------------
Total                                                        $3,893            $3,422       $14,648      $33,019
                                                  ===============================================================

Following is a summary of segment assets at June 30, 2002 and December
31, 2001:
                                             June 30,        December 31,
                                   ----------------------------------------
                                                2002                2001
Assets
Office                                        $430,922            $428,441
Office service center                           22,585              21,802
Properties held for sale                        23,150              23,090
Other                                           16,546              13,159
                                   ----------------------------------------
Total                                         $493,302            $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.      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 $1,034 in the second
quarter of 2002.

The Company sold its
property located at 3400 Dundee Road, Northbrook, Illinois, on July 1, 2002 for
a contract price of $8,175 resulting in a gain on sale of approximately $4,000
to be recognized in the third quarter of 2002.

6.      Earnings per Share

The unvested restricted
common share grants (166,664 shares at June 30, 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
June 30, 2002, which are convertible to common shares on a one for one basis at
the option of the holder.

7.      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 June 30, 2002, and has
determined that goodwill is not impaired as of that date.

8.      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 June 30, 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.

9.      Discontinued Operations

The components of
discontinued operations for the three and six months ended June 30, 2002 and
2001 are outlined below and include the results of operations through the date
of each respective sale for the three and six months ended June 30, 2002 (or the
full quarter of operations for properties held for sale) and a full quarter of
operations for the three and six months ended June 30, 2001 for the following:

|- | the properties sold in 2002 (see Note 5)
|- | ----------------------------------------

|- | the property held for sale at June 30, 2002.
|- | --------------------------------------------

`Three months ended                 Six months ended
                                       June 30, 2002     June 30, 2001     June 30, 2002    June 30, 2001

Revenues                                   $   1,276         $   1,370         $   2,500        $   2,781
                                    ---------------------------------------------------------------------
Expenses:
Real estate taxes                                224               221              452               449
Other property operating                         372               368              695               669
Depreciation and amortization                    226               253              464               499
                                    ---------------------------------------------------------------------
Total expenses                                   822               842            1,611             1,617
                                    ---------------------------------------------------------------------
Discontinued operations, net                 $   454           $   528          $   889         $   1,164
                                    =====================================================================`

10.      Subsequent Event

On August 1, 2002, the
Company acquired 1111 Touhy Avenue, Des Plaines, Illinois, a 148,000 square foot
office building, for a contract price of $10,050.

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 Company for the three and six months ended and as of June 30,
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, continued to decline 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 83% at June 30, 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 markets in which it operates
will improve in 2002. As a result, the Company expects that overall portfolio
occupancy will remain at approximately 83% through the end of 2002 and that
revenues and net income will decrease in 2002 as compared to 2001. Operating
results for the three and six months ended June 30, 2002, are consistent with
these trends as income from continuing operations decreased as compared to the
same periods ended June 30, 2001.

As of August 1, 2002,
several tenants were in default under their leases for failure to make rent
payments. 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.

In June 2002, the Company
terminated the lease of an affiliate of PSINet, Inc., that had vacated its space
in late 2001 and ceased paying rent in 2001, and received a payment of $475. No
future payments will be received from this tenant.

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. As of August 1, 2002, the Pennsylvania Department of Insurance has not
announced its recommendation for Legion Insurance Company. 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 its rental payments to date.

Three months ended June 30, 2002 compared to 2001

In analyzing the operating
results for the three months ended June 30, 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 due to occupancy declines. 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.

|                                                | Rentalincome | Reimbursementincome | Real estatetaxes | Propertyoperatingexpenses
|----------------------------------------------- | ------------ | ------------------- | ---------------- | -------------------------
|Increase due to properties acquired in 2001     | $705         | $485                | $161             | $278                     
|Increase due to properties acquired in 2002     | 364          | 83                  | 7                | 69                       
|Increase (decrease) in 2002 as compared to 2001 | (533)        | (107)               | 107              | 237                      
|Total                                           | $536         | $461                | $275             | $584                     

Telecommunications  income  decreased by $35 during the quarter  ended June 30, 2002 as compared to 2001 as certain
tenants who paid these rentals in early 2001 discontinued their businesses later in 2001.

Tenant  service  income  decreased by $37 in the quarter ended June 30, 2002 as compared to 2001 as tenants' use of
additional services declined with the decline in portfolio occupancy.

Interest  income  decreased  by $68  during  the  quarter  ended  June 30,  2002,  as  compared  to 2001 as certain
interest-bearing employee share loans were repaid in early 2002.

General and  administrative  expenses  increased by $125 during the quarter ended June 30, 2002 as compared to 2001
due to certain state income taxes paid during the second quarter of 2002.

Interest  expense  increased  by $236  during the  quarter  ended June 30,  2002 as  compared to 2001 due to higher
amounts  outstanding  under its unsecured  bank credit  facility and its long-term  debt during 2002 offset in part
by lower interest rates on its unsecured bank credit facility in 2002.

Depreciation  and  amortization  expenses  increased by $452 during the quarter  ended June 30, 2002 as compared to
2001 because the Company had a gross book value of  depreciable  assets of $446,875 at June 30, 2002 as compared to
$430,180 at June 30, 2001.

Six months ended June 30, 2002 compared to 2001

In  analyzing  the  operating  results  for the six  months  ended  June  30,  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 due to occupancy  declines.  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.

|                                                | Rentalincome | Reimbursementincome | Real estatetaxes | Propertyoperatingexpenses
|----------------------------------------------- | ------------ | ------------------- | ---------------- | -------------------------
|Increase due to properties acquired in 2001     | $1,920       | $1,243              | $469             | $802                     
|Increase due to properties acquired in 2002     | 482          | 139                 | 14               | 123                      
|Increase (decrease) in 2002 as compared to 2001 | (1,038)      | (495)               | 252              | 427                      
|Total                                           | $1,364       | $887                | $735             | $1,352                   

Telecommunications  income  decreased  by $94 during the six months  ended  June 30,  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 $48 in the six months ended June 30, 2002 as compared to 2001 as tenants' use
of additional services declined with the decline in portfolio occupancy.

Interest  income  decreased  by $114  during the six months  ended June 30,  2002,  as  compared to 2001 as certain
interest bearing employee share loans were repaid in early 2002.

Interest  expense  increased  by $490  during the six months  ended June 30, 2002 as compared to 2001 due to higher
amounts  outstanding  under its unsecured  bank credit  facility and its long-term  debt during 2002 offset in part
by lower interest rates on its unsecured bank credit facility in 2002.

Depreciation and amortization  expenses  increased by $865 during the six months ended June 30, 2002 as compared to
2001 because the Company had a gross book value of  depreciable  assets of $446,875 at June 30, 2002 as compared to
$430,180 at June 30, 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 June 30          Six months ended June 30
                                    --------------------------          --------------------------
                                       2002              2001            2002                2001
                                       ----              ----            ----                ----
Net operating income                $13,763           $13,551           $26,914             $26,542
Interest expense                    (3,655)           (3,334)           (7,302)             (6,594)
Depreciation                        (4,299)           (4,002)           (8,510)             (7,786)
                                    --------------------------         ----------------------------
Segment net income                  $ 5,809           $ 6,215           $11,102             $12,162
                                    ==========================         ============================`

The  decrease in net income for the three  months and six months ended June 30, 2002 as compared to 2001 was due to
declining occupancies in this segment.

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

`Three months ended June 30           Six months ended June 30
                                    --------------------------         -----------------------------
                                      2002                2001            2002                  2001
                                      ----                ----            ----                  ----
Net operating income                 $ 456            $    677          $ 1,172               $ 1,555
Interest expense                      (112)              (197)            (225)                 (443)
Depreciation                          (487)              (298)            (770)                 (594)
                                     -------------------------         ------------------------------
Segment net income (loss)           $ (143)           $    182            $ 177               $   518
                                    ==========================         ==============================`

The  decrease  in net income for the three  months and six months  ended June 30,  2002 as compared to 2001 was due
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  bank credit  facility  that matures on March 23, 2004.  Borrowings
under the unsecured  bank credit  facility bear interest at LIBOR plus 1.0% to 1.2%,  depending on overall  Company
leverage.  The unsecured bank 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  unsecured  bank credit  facility  also contains  restrictions  on, among other things,  indebtedness,
investments,  dividends,  liens, mergers and development  activities.  The Company may, depending on circumstances,
seek to utilize 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 bank credit
facility.  The Company had $39,750  available for future  borrowings  under the unsecured  bank credit  facility at
June 30, 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 $1,034, which was recognized in the second quarter of 2002.

The Company sold its property  located at 3400 Dundee Road,  Northbrook,  Illinois,  on July 1, 2002 for a contract
price of $8,175 resulting in a gain on sale of approximately $4,000 to be recognized in the third quarter of 2002.

On August 1, 2002,  the Company  acquired 1111 Touhy Avenue,  Des Plaines,  Illinois,  a 148,000 square foot office
building,  for a contract  price of  $10,050.  Funds for the  purchase  came from the sale of 160 Hansen  Court and
borrowings under the Company's unsecured bank credit facility.

The Company is  performing  due diligence  under a contract it signed to purchase of a portfolio of medical  office
buildings as well as one other office building  acquisition.  If consummated,  the acquisition of these  properties
will be funded with a combination of secured long-term debt,  borrowings on its unsecured credit facility,  and the
proceeds of property  dispositions  completed  and expected to be completed in 2002.  To date,  the Company has not
entered into any  commitments  for such funding (other than the amounts  available  under the unsecured bank credit
facility).

Forward-Looking Statements

Statements  regarding leasing velocity and other expectations  regarding average occupancy and portfolio  occupancy
rates, the future strength of Midwestern office markets,  the anticipated  effects of tenant defaults,  acquisition
and  disposition  volume and  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.  Key factors  that may cause  actual  results to differ from  projected  results  include  changes in:
interest  rates;  local and/or national  economic  conditions;  the pace of office space  development and sub-lease
availability;  tenant office space demand; the financial position of the Company's tenants,  including changes that
may lead to increases in tenant  defaults;  actual tenant default rates compared to anticipated  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 bank 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  bank credit
facility at a maximum of 4.73% per annum.

At June 30, 2002, the Company had $199,051 of fixed rate debt  outstanding  at an average rate of 6.37%  (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 prior to maturity 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,  76% of the Company's  long-term debt outstanding at June 30, 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          $1,926     $14,716        $6,465       $4,146      $24,162      $97,636
     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)                -       -           $60,250              -            -            -
     Average interest rate (4)
     Bonds payable                        -         $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 bank 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 six months ended June 30, 2002 was 3.4%
              per annum.
|--- | -----------------------------------------------------------------------------------------------------------------------------------

|(5) | The average interest rate on the bonds payable for the six months ended June 30, 2002 was 3.8% 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.1    |  | Form of Limited Purpose  Employee Loan Program Loan and Security  Agreement for use in connection
                  with  limited  purpose  employee  loans;  (incorporated  by  reference  to  exhibit  10.14 of the
                  Company's  Annual Report on Form 10-K for the year ended  December 31,  2000).  Amounts that were
                  to mature in 2002 for  Richard A. May,  Patrick R. Hunt,  Raymond M. Braun and  Richard L. Rasley
                  were extended to mature one year later.

|(b) | Reports on Form 8-K:
|--- | --------------------
|    | none                

# SIGNATURES

Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.

| | Great Lakes REIT.
| | -----------------
| | (Registrant)     

|Date:   August 13, 2002 | /s/James Hicks                              
|----------------------- | --------------------------------------------
|                        | Chief Financial Officer and Treasurer       
|                        | (Principal Financial and Accounting Officer)