SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

                For the quarterly period ended September 30, 2000

                                       OR

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

                         Commission file number: 1-14307

                                Great Lakes REIT

             (Exact name of Registrant as specified in its Charter)

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


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


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


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


Number of shares of the registrant's common shares of beneficial interest,  $.01
par value, outstanding as of November 3, 2000: 16,645,134.


<PAGE>
<TABLE>
<CAPTION>


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

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

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

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

                      Consolidated Statements of Income
                      for the nine months
                      ended September 30, 2000 and 1999                                                   6

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

                      Consolidated Statements of Cash Flows
                      for the nine months
                      ended September 30, 2000 and 1999                                                   8

                      Notes to Consolidated Financial Statements                                          9

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

         Item 3.      Quantitative and Qualitative Disclosures about Market Risk                         14

Part II - Other Information

         Item 2.      Changes in Securities                                                              15

         Item 6.      Exhibits and Reports on Form 8-K                                                   15


</TABLE>

<PAGE>
<TABLE>
<CAPTION>


Great Lakes REIT
Consolidated Balance Sheets (unaudited)
(Dollars in Thousands, except per share data)                             September 30,       December 31,
                                                                       -----------------------------------
                                                                               2000               1999
                                                                               ----               ----
<S>                                                                           <C>               <C>
Assets
Properties:
Land                                                                            $61,636           $60,983
Buildings, improvements, and equipment                                          416,672           410,478
                                                                       -----------------------------------
                                                                                478,308           471,461
Less accumulated depreciation                                                    42,127            33,074
                                                                       -----------------------------------
                                                                                436,181           438,387
Cash and cash equivalents                                                         7,655             1,518
Real estate tax escrows                                                             252               277
Rents receivable                                                                  5,829             6,274
Deferred financing and leasing costs, net of accumulated amortization             5,983             6,069
Goodwill, net of accumulated amortization                                         1,154             1,210
Other assets                                                                      1,850             1,467
                                                                       -----------------------------------

Total assets                                                                   $458,904          $455,202
                                                                       ===================================

Liabilities and shareholders' equity

Bank loan payable                                                              $107,500          $107,000
Mortgage loans payable                                                           98,276           100,113
Bonds payable                                                                     4,270             4,550
Accounts payable and accrued liabilities                                          8,172             5,947
Accrued real estate taxes                                                         9,191            11,687
Dividends payable                                                                 5,990                 -
Prepaid rent                                                                      3,537             3,936
Security deposits                                                                 1,347             1,084
                                                                       -----------------------------------

Total liabilities                                                               238,283           234,317
                                                                       -----------------------------------

Minority interests                                                                  693               951
                                                                       -----------------------------------

Preferred shares of beneficial interest ($0.01 par value,                        37,500            37,500
 10,000,000 shares authorized; 1,500,000 93/4% Series A
 Cumulative Redeemable shares, with a $25.00 per share
 Liquidation Preference, issued and outstanding in 2000 and 1999)
Common shares of beneficial interest ($0.01 par value,                              182               178
 60,000,000 shares authorized; 18,188,519 and 17,816,883
 shares issued in 2000 and 1999, respectively)
Paid-in-capital                                                                 233,610           227,907
Retained earnings (deficit)                                                     (6,043)           (5,936)
Employee share loans                                                           (18,847)          (16,335)
Deferred compensation                                                           (2,800)              (22)
Treasury shares, at cost (1,543,385 and 1,521,785 shares in                    (23,674)          (23,358)
2000 and 1999, respectively)
                                                                       -----------------------------------

Total shareholders' equity                                                      219,928           219,934
                                                                       -----------------------------------

Total liabilities and shareholders' equity                                     $458,904          $455,202
                                                                       ===================================


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



<PAGE>
<TABLE>
<CAPTION>

Great Lakes REIT
Consolidated Statements of Income (unaudited)
(In Thousands, except per share data)
                                                                            Three months ended September 30,
                                                                        -------------------------------------
                                                                                 2000                   1999
                                                                                 ----                   ----
<S>                                                                              <C>                <C>
Revenues:
Rental                                                                             $19,187           $18,723
Reimbursements                                                                       5,466             5,080
Interest and other                                                                     751               476
                                                                        -------------------------------------

Total revenues                                                                      25,404            24,279
                                                                        -------------------------------------

Expenses:
Real estate taxes                                                                    3,348             3,683
Other property operating                                                             6,677             6,364
General and administrative                                                           1,354             1,210
Interest                                                                             3,890             3,593
Depreciation and amortization                                                        4,286             4,063
                                                                        -------------------------------------

Total expenses                                                                      19,555            18,913
                                                                        -------------------------------------

Income before gain on sale of properties                                             5,849             5,366

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

Income before allocation to minority interests                                       5,849             8,569

Minority interests                                                                      14                30
                                                                        -------------------------------------

Net income                                                                           5,835             8,539

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

Net income applicable to common shares                                              $4,921            $7,625
                                                                        =====================================

Earnings per common share - basic                                                    $0.30             $0.46
                                                                        =====================================

Weighted average common shares outstanding - basic                                  16,634            16,522
                                                                        =====================================

Diluted earnings per common share                                                    $0.29             $0.46
                                                                        =====================================

Weighted average common shares outstanding - diluted                                16,822            16,602
                                                                        =====================================


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

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

Great Lakes REIT
Consolidated Statements of Income (unaudited)
(In Thousands, except per share data)
                                                                               Nine months ended September 30,
                                                                        ------------------------------------------
                                                                                 2000                   1999
                                                                                 ----                   ----
<S>                                                                               <C>                    <C>
Revenues:
Rental                                                                             $56,879                $54,864
Reimbursements                                                                      16,066                 15,081
Interest and other                                                                   1,824                    996
                                                                        ------------------------------------------

Total revenues                                                                      74,769                 70,941
                                                                        ------------------------------------------

Expenses:
Real estate taxes                                                                   10,431                 11,828
Other property operating                                                            19,110                 18,377
General and administrative                                                           3,925                  3,424
Interest                                                                            11,445                 10,349
Depreciation and amortization                                                       12,585                 11,812
                                                                        ------------------------------------------

Total expenses                                                                      57,496                 55,790
                                                                        ------------------------------------------

Income before gain on sale of properties                                            17,273                 15,151

Gain on sale of properties, net                                                      2,964                  8,061
                                                                        ------------------------------------------

Income before allocation to minority interests                                      20,237                 23,212

Minority interests                                                                      48                     79
                                                                        ------------------------------------------

Net income                                                                          20,189                 23,133

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

Net income applicable to common shares                                             $17,447                $20,391
                                                                        ==========================================

Earnings per common share - basic                                                    $1.06                  $1.23
                                                                        ==========================================

Weighted average common shares outstanding - basic                                  16,483                 16,529
                                                                        ==========================================

Diluted earnings per common share                                                    $1.05                  $1.23
                                                                        ==========================================

Weighted average common shares outstanding - diluted                                16,581                 16,609
                                                                        ==========================================


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

</TABLE>


<PAGE>



Great Lakes REIT
Consolidated Statement of Changes in Shareholders' Equity (unaudited)
For the Nine Months Ended September 30, 2000
(Dollars in Thousands)

                                                                        2000
------------------------------------------------------------------------------
Preferred Shares
Balance at beginning of period                                        $37,500
Proceeds from the sale of preferred shares                                 --
------------------------------------------------------------------------------
Balance at end of period                                               37,500

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

Paid-in capital
Balance at beginning of period                                        227,907
Restricted share award                                                  3,136
Exercise of share options                                               2,567
------------------------------------------------------------------------------
Balance at end of period                                              233,610

Retained earnings (deficit)
Balance at beginning of period                                        (5,936)
Net income                                                             20,189
Distributions/dividends                                              (20,296)
------------------------------------------------------------------------------
Balance at end of period                                              (6,043)

Employee share loans
Balance at beginning of period                                       (16,335)
Exercise of share options                                             (2,512)
------------------------------------------------------------------------------
Balance at end of period                                             (18,847)

Deferred compensation
Balance at beginning of period                                           (22)
Restricted share award                                                (3,138)
Amortization of deferred compensation                                     360
------------------------------------------------------------------------------
Balance at end of period                                              (2,800)

Treasury shares
Balance at beginning of period                                       (23,358)
Purchase of treasury shares                                             (316)
------------------------------------------------------------------------------
Balance at end of period                                             (23,674)
------------------------------------------------------------------------------
Total shareholders' equity                                           $219,928
==============================================================================


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



<PAGE>
<TABLE>
<CAPTION>


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

                                                                                           Nine Months Ended September 30,
                                                                                    ----------------------------------------
                                                                                             2000                   1999
                                                                                             ----                   ----

<S>                                                                                        <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                                                   $20,189                $23,133
Adjustments to reconcile net income to cash
     flows from operating activities
   Depreciation and amortization                                                              12,585                 11,812
   Gain on sale of properties                                                                (2,964)                (8,061)
   Other non cash items                                                                          407                     96
Net changes in assets and liabilities:
   Rents receivable                                                                              445                     95
   Real estate tax escrows and other assets                                                    (358)                     34
   Accounts payable, accrued expenses and other liabilities                                    2,090                  2,141
   Accrued real estate taxes                                                                 (2,496)                    988
   Payment of deferred leasing costs                                                         (1,408)                (1,545)
                                                                                    ----------------------------------------
Net cash provided by operating activities                                                     28,490                 28,693
                                                                                    ----------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of properties                                                                       (9,928)               (19,634)
Additions to buildings, improvements and equipment                                           (8,015)                (8,918)
Proceeds from property sales, net                                                             12,144                 21,959

Other investing activities                                                                         -                  (362)
                                                                                    ----------------------------------------
Net cash provided by (used in) investing activities                                          (5,799)                (6,955)
                                                                                    ----------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of share options                                                           57                    124
Proceeds from bank and mortgage loans payable                                                  9,500                 29,775
Distributions / dividends paid                                                              (14,306)               (13,544)
Distributions to minority interests                                                             (48)                   (37)
Purchase of minority interests                                                                 (258)                  (256)
Purchase of treasury shares                                                                    (316)               (12,157)
Payment of bank and mortgage loans and bonds                                                (11,117)               (18,055)
Payment of deferred financing costs                                                             (66)                  (229)
                                                                                    ----------------------------------------
Net cash provided by (used in) financing activities                                         (16,554)               (14,379)
                                                                                    ----------------------------------------
Net increase in cash and cash equivalents                                                      6,137                  7,359
Cash and cash equivalents, beginning of year                                                   1,518                  2,466
                                                                                    ========================================
Cash and cash equivalents, end of quarter                                                     $7,655                 $9,825
                                                                                    ========================================

Supplemental disclosure of cash flow:
Interest paid                                                                                $11,399                $10,335
                                                                                    ========================================


Non cash financing transactions:
Employee share loans                                                                          $2,515                 $4,386
                                                                                    ========================================
Mortgage assumed by purchaser of property                                                         --                 $2,079
                                                                                    ========================================
Increase in preferred dividends payable                                                           --                   $142
                                                                                    ========================================


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


<PAGE>


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

1.       Basis of Presentation

Great Lakes REIT, a Maryland real estate  investment trust (the "Company"),  was
formed  in 1992 to invest  in  income-producing  real  property.  The  principal
business of the Company is the ownership,  management,  leasing,  renovation and
acquisition of suburban office and light industrial properties primarily located
in the  Midwest.  At  September  30,  2000,  the Company  owned and  operated 36
properties primarily located in suburban areas of Chicago,  Detroit,  Milwaukee,
Denver,  Cincinnati,  Columbus and  Minneapolis.  The Company  leases office and
light industrial space to over 500 tenants in a variety of businesses.

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

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance with the instructions to Form 10-Q and do not include all information
and footnotes necessary for a fair presentation of financial  position,  results
of operations and cash flows in conformity  with generally  accepted  accounting
principles.  These  statements  should be read in conjunction with the Company's
most recent year-end  audited  financial  statements  contained in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999, as amended (the
"1999 10-K"). In the opinion of management, the financial statements contain all
adjustments  (which are normal and recurring)  necessary for a fair statement of
financial results for the interim periods. For further information, refer to the
consolidated financial statements and notes thereto included in the 1999 10-K.

2.       Segment Information

The Company has three  reportable  segments  distinguished by property type. The
property  types  are  office,  office/service  center  and  industrial  and  the
properties are primarily  located in the Midwest.  As of September 30, 2000, the
properties were leased to more than 500 tenants,  no single tenant accounted for
more than 5% of the aggregate  annualized  base rent of the Company's  portfolio
and  20  tenants  individually  represented  more  than  1%  of  such  aggregate
annualized base rent.

The Company  evaluates  performance  and allocates  resources  based on property
revenues (rental and reimbursement  income) less property operating expenses and
real estate taxes to arrive at net operating income.  Net operating income is an
industry measure of a property's performance.




<PAGE>
<TABLE>
<CAPTION>

The following table summarizes the Company's  segment  information for the three
and nine months ended September 30, 2000 and 1999.

                                               For the nine months ended              For the three months ended
                                                     September 30,                           September 30,
                                               2000               1999                2000                1999
<S>                                           <C>                 <C>                 <C>                <C>
Revenues
Office                                         $67,567             $64,328             $22,783            $21,839
Office/service center                            5,013               5,012               1,648              1,693
Industrial                                           -                 172                   -                  -
Deferred rental revenues                           364                 433                 222                271
Interest and other                               1,824                 996                 751                476
                                    ------------------------------------------------------------------------------
  Total                                        $74,768             $70,941             $25,404            $24,279
                                    ==============================================================================

Net operating income
Office                                         $39,611             $35,939             $13,235            $12,274
Office/service center                            3,429               3,228               1,171              1,211
Industrial                                           -                 140                   -                  -
                                    ------------------------------------------------------------------------------
  Total                                        $43,040             $39,307             $14,406            $13,485
                                    ==============================================================================

Depreciation
and amortization
Office                                         $11,219             $10,440              $3,850             $3,580
Office/service center                              957                 953                 298                339
Industrial                                           -                  33                   -                  -
Other                                              409                 386                 138                144
                                    ------------------------------------------------------------------------------
  Total                                        $12,585             $11,812              $4,286             $4,063
                                    ==============================================================================

Interest expense
Office                                         $10,294              $9,194              $3,499             $3,205
Office/service center                            1,151               1,085                 391                388
Industrial                                           -                  70                   -
                                    ------------------------------------------------------------------------------
  Total                                        $11,445             $10,349              $3,890             $3,593
                                    ==============================================================================


Additions to properties
Office                                         $17,720             $27,816             $12,548             $2,656
Office/service center                              188                 669                  59                163
Industrial                                           -                  36                   -                  -
Other                                               35                  41                   2                  1
                                    ------------------------------------------------------------------------------
  Total                                        $17,943             $28,562             $12,609             $2,820
                                    ==============================================================================

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

                                               For the nine months ended             For the three months ended
                                                      September 30,                          September 30,
                                                 2000               1999                2000                1999
Office                                         $18,098             $16,305              $5,886             $5,489
Office/service center                            1,321               1,190                 482                484
Industrial                                           -                  37                   -
Deferred rental revenues                           364                 433                 222                271
Interest and other income                        1,824                 996                 751                476
General and administrative                     (3,925)             (3,424)             (1,354)            (1,210)
Other depreciation                               (409)               (386)               (138)              (144)
                                    ------------------------------------------------------------------------------

Total                                          $17,273             $15,151              $5,849             $5,366
                                    ==============================================================================
</TABLE>


Following is a summary of segment  assets at September 30, 2000 and December 31,
1999:
                                        September 30,       December  31,
                                   --------------------------------------
                                            2000                1999
Assets
Office                                      $414,751            $411,738
Office/service center                         24,741              30,635
Other                                         19,412              12,829
                                   --------------------------------------
Total                                       $458,904            $455,202
                                   ======================================
<PAGE>

3.       Property Acquisitions and Dispositions

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

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

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

4.       Restricted Share Grants

On June 1, 2000, the Company issued 200,000  restricted common shares to certain
officers  and  employees.  The shares  vest ten years from the date of  issuance
provided  the  recipient  is  still  employed  by the  Company  but may  vest in
increments  during the period  ended  December  31, 2002  subject to the Company
achieving  certain  performance  objectives.  Upon a change  in  control  of the
Company,  up to 100,000 of the restricted  shares issued to certain  officers of
the Company vest  immediately.  The total fair value of the restricted shares at
the date of issuance  ($3,138) is being amortized into expense over ten years on
a straight-line  basis subject to adjustment when the Company determines that it
is probable to achieve certain performance  objectives which accelerate the full
or  partial  vesting  of the  shares.  The Board  has,  in its sole  discretion,
selected the following  companies to comprise the Company's peer group for 2000:
Bedford Property Investors,  Inc., Koger Equity, Inc., Prime Group Realty Trust,
Pacific Gulf Properties, Inc., Kilroy Realty Corporation, Arden Realty, Inc., SL
Green Realty  Corporation,  Washington  REIT,  CenterPoint  Properties Trust and
Parkway Properties,  Inc..  However,  the Board may at any time make appropriate
modifications  to the peer group to reflect  changes  in the  operations  of the
Company or other companies.

5.       Accounting for Hedging Activities

In June 1998, the FASB issued  Statement No. 133,  "Accounting  for  Derivatives
Instruments  and  Hedging  Activities."  This  statement  will be adopted by the
Company  effective January 1, 2001, but is not expected to materially impact the
Company's financial statements.

6.       Commitments

In July 2000, the Company  signed a contract to acquire,  upon  completion,  Two
Riverwood Place, a 96,000 square foot office building in Pewaukee, Wisconsin for
a maximum price of $8,500.  The total investment in this property is expected to
be $11,700 (including tenant improvements).  The Company expects to acquire this
property  in July 2001.  The  Company  has  posted a $2,000  letter of credit as
security for this commitment.

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

The  following  is a  discussion  and  analysis  of the  consolidated  financial
condition  and  results  of  operations  for the  three  and nine  months  ended
September  30,  2000.  The  following  should  be read in  conjunction  with the
consolidated  financial  statements and related notes appearing elsewhere herein
and the  consolidated  financial  statements and related notes  contained in the
1999 10-K.

Overview
--------

The principal  business of the Company is the  ownership,  management,  leasing,
renovation,  and acquisition of suburban office properties  primarily located in
the Midwest. At September 30, 2000, the Company owned and operated 36 properties
primarily located in suburban areas of Chicago,  Detroit,  Milwaukee,  Columbus,
Minneapolis, Denver and Cincinnati. The Company leases space to over 500 tenants
who are engaged in a variety of businesses.

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

In analyzing the operating results for the quarter ended September 30, 2000, the
changes in rental and  reimbursement  income,  real  estate  taxes and  property
operating  expenses  from the same  period  in 1999 are due  principally  to the
following  factors:  (1) the  addition  of  operating  results  from  properties
acquired subsequent to September 30, 1999, (2) the addition of operating results
from  properties  acquired in 2000,  (3) the  omission of  operating  results of
properties sold in 2000 and (4) improved operations of properties during 2000 as
compared to 1999.
<TABLE>
<CAPTION>
                                                                Rental and     Real estate     Property
                                                               reimbursement      taxes        operating
                                                                  income                       expenses
<S>                                                                 <C>           <C>          <C>
Increase due to inclusion of results of  properties  acquired       $490          $73          $73
in 1999
Increase due to properties acquired in 2000                          356           74           101
Decrease due to property dispositions in 1999 and 2000             (613)         (93)          (105)
Increase (decrease) in operations in 2000 as compared to 1999        617        (389)           244
                                                               --------------------------------------
Total                                                               $850       ($335)           $313
                                                               ======================================
</TABLE>

Interest  expense during the quarter ended  September 30, 2000 increased by $297
as the Company had greater  amounts of debt  outstanding  in 2000 as compared to
1999 as well as an increase in the interest rate on the variable rate portion of
the Company's line of credit.

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

Depreciation  and  amortization  increased  in 2000 by $223 as the Company had a
gross book value of  depreciable  assets of  $416,672 at  September  30, 2000 as
compared to $399,760 at September 30, 1999.

The Company sold one property  during the three months ended  September 30, 1999
for a total net gain on sale of $3,203.  The Company  did not have any  material
dispositions during the same period of 2000.

Nine months  ended  September  30,  2000 as  compared  to the nine months  ended
September 30, 1999

In analyzing the operating results for the nine months ended September 30, 2000,
the changes in rental and reimbursement  income,  real estate taxes and property
operating expenses,  from 1999 are due principally to the following factors: (1)
the addition of  operating  results from  properties  acquired in 1999,  (2) the
addition of operating results from properties acquired in 2000, (3) the omission
of  operating  results  of  properties  sold in 1999 and  2000 and (4)  improved
operations of properties during 2000 as compared to 1999.
<TABLE>
<CAPTION>
                                                                   Rental and     Real estate     Property
                                                                 reimbursement      taxes         operating
                                                                     income                       expenses
<S>                                                                  <C>             <C>            <C>
Increase due to inclusion of results of  properties  acquired        $1,991          $365           $693
in 1999
Increase due to properties acquired in 2000                             356            74            101
Decrease due to property dispositions in 1999 and 2000               (2,931)         (468)          (663)
Increase (decrease) in operations in 2000 as compared to 1999         3,584        (1,368)            602
                                                               --------------------------------------------
Total                                                                $3,000       ($1,397)           $733
                                                               ============================================
</TABLE>

Interest  expense  during the nine months ended  September 30, 2000 increased by
$1,096  as the  Company  had  greater  amounts  of debt  outstanding  in 2000 as
compared  to 1999 as well as an increase in the  interest  rate on the  variable
rate portion of the Company's line of credit.

Depreciation  and  amortization  increased  in 1999 by $773 as the Company had a
gross book value of  depreciable  assets of  $416,672 at  September  30, 2000 as
compared to $399,760 at September 30, 1999.

The Company sold four properties during the nine months ended September 30, 1999
for a total net gain on sale of $8,061.  The Company  sold one  property in 2000
resulting in a net gain on sale of $2,964.


Liquidity and Capital Resources
-------------------------------

The Company expects to meet its short-term  liquidity  requirements  principally
through its working capital and net cash provided by operating  activities.  The
Company  considers its cash  provided by operating  activities to be adequate to
meet  operating  requirements  and to fund the payment of  dividends in order to
comply with federal income tax requirements applicable to real estate investment
trusts ("REITs").

The Company expects to meet its liquidity requirements for property acquisitions
and significant  capital  improvements  through additional  borrowings under its
existing $150,000  unsecured bank credit facility,  which matures in April 2001,
and  with  proceeds  from the  sale of  properties.  The  Company  had  $107,500
outstanding under its unsecured bank credit facility at September 30, 2000.

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

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

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

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

Funds from Operations (FFO)
---------------------------

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

                                                                    Nine months ended             Three months ended
                                                                       September 30,                 September 30,
                                                                  2000              1999         2000             1999

<S>                                                              <C>               <C>           <C>             <C>
Net income applicable to common shares                           $17,447           $20,391       $4,921          $7,625
Gain on sale of properties, net                                  (2,964)           (8,061)            -         (3,203)
Depreciation and amortization                                     12,102            11,307        4,121           3,917
Minority interests                                                    48                79           14              30
                                                        ----------------- ----------------- ------------ ---------------
FFO                                                              $26,633           $23,716       $9,056          $8,369
                                                        ================= ================= ============ ===============
</TABLE>

Forward-Looking Statements
--------------------------

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

ITEM 3. MARKET RISK (Dollars in thousands)

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

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

The  Company's  variable  rate debt bears  interest at LIBOR plus 1% to 1.3% per
annum  depending  on overall  Company  leverage.  Increases in LIBOR rates would
increase the Company's  interest  expense and reduce its cash flow.  Conversely,
declines in LIBOR rates would  decrease  its  interest  expense and increase its
cash flow. In 1999, the Company entered into an interest rate cap agreement with
a major  financial  institution  whereby the Company  limited the LIBOR interest
rate on $50,000  of its  variable  rate debt to no more than 6% per annum  until
June 2001 thereby  limiting the interest  rate on that portion of the  Company's
line of credit to approximately 7.0% to 7.3% per annum.

At September 30, 2000,  the Company had $148,276 of fixed rate debt  outstanding
at an average  rate of 7.07%.  If the  general  level of  interest  rates in the
United States were to fall, the Company would not likely have the opportunity to
refinance  this  fixed  rate  debt at lower  interest  rates  due to  prepayment
restrictions and penalties on its fixed rate debt.

In general,  the Company  believes  long-term fixed rate debt is preferable as a
financing  vehicle for its  operations  due to the long-term  fixed  contractual
rental  income the Company  receives from its tenants.  As a result,  71% of the
Company's long-term debt outstanding  (including the interest rate cap agreement
described  above) at September  30,  2000,  bears  interest at fixed rates.  The
Company may, as market conditions  warrant,  incur additional  long-term debt at
fixed rates on either a secured or unsecured basis.

A tabular presentation of interest rate sensitivity is as follows:
<TABLE>
<CAPTION>

                            Interest Rate Sensitivity
                      Principal Amount by Expected Maturity
                              Average Interest Rate

                                     2000 (1)        2001       2002       2003      2004   Thereafter
<S>                                      <C>        <C>       <C>       <C>        <C>         <C>
Liabilities:
Fixed Rate
     Mortgage loans payable              $646      $2,660     $2,851    $13,861    $5,440      $72,818
     Average interest rate              6.97%       6.97%      6.97%      7.06%     7.86%        6.87%
Fixed Rate
     Bank loan payable                            $50,000
     Average interest rate(2)
Variable Rate
     Bank loan payable                            $57,500
     Average interest rate (3)
     Bonds payable                                   $310       $340       $375      $415       $2,830
     Average interest rate                (4)         (4)        (4)        (4)       (4)          (4)

 (1) For the period  October 1, 2000 to December 31,  2000.
 (2) The maximum interest rate on this loan is 7.4%. The average  interest rate
     for 2000 was 7.4%.
 (3) The  current  interest  rate on this debt is LIBOR + 1.15%.  The average
     interest  rate for this loan for 2000 was 7.71%.
 (4) The interest rate on the  bonds  payable  is reset  weekly.  After
     factoring in credit enhancement costs for the bonds, the average interest
     rate in 2000 was 4.41%.

</TABLE>

<PAGE>


Part II Other Information

Item 2. Changes in Securities (Dollars in thousands)

During  the  quarter  ended   September  30,  2000,  the  Company  issued  2,687
unregistered  common  shares  pursuant  to the  exercise  of  outstanding  share
options. These shares were issued to the optionholders pursuant to the exemption
from the  registration  requirements  of the  Securities Act of 1933, as amended
(the "Act"), provided by Section 4(2) of the Act, including Rule 701 thereunder.


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

The following exhibits are filed with this report:

Exhibit
Number                              Description of Document


27.1                                Financial Data Schedule


(b)      Reports on Form 8-K:

               No  reports  on Form 8-K were  filed  during  the  quarter  ended
               September 30, 2000.


<PAGE>






                                   SIGNATURES

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





                                                   Great Lakes REIT
                                                       (Registrant)





Date: November 9, 2000                            /s/ James Hicks
                                               Chief Financial Officer
                                                    and Treasurer
                                              (Principal Financial and
                                                  Accounting Officer)