---

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SECURITIES AND EXCHANGE COMMISSION
                                               Washington, D.C. 20549

### FORM 10-Q

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

For the quarterly period ended June 30, 2003

OR

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

|Great Lakes REIT                                              
|--------------------------------------------------------------
|                                                              
|(Exact name of Registrant as specified in its Charter)        
|                                                              
|Maryland                                                      
|(State or other jurisdiction 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



Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  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, 2003: 16,078,411

---

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Great Lakes REIT
Index to Form 10-Q
June 30, 2003

|Part I - Financial Information
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|Part II - Other Information   
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Great Lakes REITConsolidated Balance Sheets
                                                    (unaudited)
                                       (In Thousands, except per share data)

`June 30,     December 31,
                                                                                                      2003           2002
                                                                                                 ------------------------------
Assets
Properties:
Land                                                                                                    $65,787        $66,540
Buildings and improvements                                                                              529,877        526,026
                                                                                                 ------------------------------
                                                                                                         595,664       592,566
Less accumulated depreciation                                                                             72,984        66,761
                                                                                                 ------------------------------
                                                                                                         522,680       525,805
Assets held for sale, net                                                                                  1,900             -
Cash and cash equivalents                                                                                  1,217         5,061
Real estate tax escrows                                                                                       47            69
Rents receivable                                                                                           6,709         6,261
Deferred financing and leasing costs, net of accumulated amortization                                      8,865         9,110
Goodwill                                                                                                   1,061         1,061
Other assets                                                                                               1,709         1,614
                                                                                                ------------------------------
Total assets                                                                                            $544,188      $548,981
                                                                                                 ==============================

Liabilities and shareholders' equity
Bank loan payable                                                                                       $11,155        $36,000
Mortgage loans payable                                                                                   300,602       275,050
Bonds payable                                                                                              3,245         3,620
Accounts payable and accrued liabilities                                                                   4,391         3,740
Accrued real estate taxes                                                                                 13,529        14,872
Dividends payable                                                                                          2,523         2,539
Prepaid rent                                                                                               3,735         4,044
Security deposits                                                                                          1,665         1,617
                                                                                                 ------------------------------
Total liabilities                                                                                        340,845       341,482
                                                                                                 ------------------------------
Minority interests                                                                                           655           677
                                                                                                 ------------------------------
Commitments and contingencies
Shareholders' equity:
Preferred shares of beneficial interest ($0.01 par value, 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)                                                                                       37,500        37,500
Common shares of beneficial interest ($0.01 par value, 60,000 shares authorized; 16,078 and
   16,550 shares issued and outstanding in 2003 and 2002, respectively)                                      161           165
Paid-in-capital                                                                                          201,371       208,319
Retained earnings (deficit)                                                                             (28,487)      (19,765)
Employee share purchase loans                                                                            (4,939)      (16,154)
Deferred compensation                                                                                    (1,890)       (2,035)
Accumulated other comprehensive income (loss)                                                            (1,028)       (1,208)
                                                                                                 ------------------------------
Total shareholders' equity                                                                               202,688       206,822
                                                                                                 ------------------------------
Total liabilities and shareholders' equity                                                              $544,188      $548,981
                                                                                                 ==============================

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

---

Great Lakes REITConsolidated Statements of Income and Comprehensive Income
                                                    (unaudited)
                                       (In Thousands, except per share data)

`Three months ended June 30,
                                                                                                 --------------------------------
                                                                                                      2003             2002
                                                                                                 ---------------
Revenues:
Rental                                                                                           $       20,275   $       19,108
Reimbursements                                                                                            5,842            5.518
Parking                                                                                                     109              127
Telecommunications                                                                                           59               56
Tenant service                                                                                               75               65
Interest                                                                                                    150              329
Other                                                                                                       421              274
                                                                                                 ---------------  ---------------
Total revenues                                                                                           26,931           25,477
                                                                                                 ---------------  ---------------
Expenses:
Real estate taxes                                                                                         4,455            4,026
Other property operating                                                                                  8,155            6,729
General and administrative                                                                                1,400            1,462
Employee share loan termination                                                                             511                -
Interest                                                                                                  4,421            3,767
Depreciation and amortization                                                                             5,361            4,727
                                                                                                 ---------------  ---------------
   Total expenses                                                                                        24,303           20,711
                                                                                                 ---------------  ---------------
Income before allocation to minority interests                                                            2,628            4,766
Minority interests                                                                                            7               15
                                                                                                 ---------------  ---------------
Income from continuing operations                                                                         2,621            4,751
Discontinued operations, net (including gain on sale of properties of $1,037 in 2002)                       104            1,329
                                                                                                 ---------------  ---------------
Net income                                                                                                2,725            6,080
Income allocated to preferred shareholders                                                                  914              914
                                                                                                 ---------------  ---------------
Net income applicable to common shares                                                           $        1,811   $        5,166
                                                                                                 ===============  ===============
Earnings per common share from continuing operations- basic.                                     $         0.11   $         0.23
                                                                                                 ===============  ===============
Earnings per common share-basic                                                                  $         0.11   $         0.32
                                                                                                 ===============  ===============
Weighted average common shares outstanding-basic                                                         15,912           16,371
                                                                                                 ===============  ===============
Diluted earnings per common share from continuing operations                                     $         0.11   $         0.23
                                                                                                 ===============  ===============
Diluted earnings per common share                                                                $         0.11   $         0.31
                                                                                                 ===============  ===============
Weighted average common shares outstanding-diluted                                                       16,020           16,547
                                                                                                 ===============  ===============
Dividends declared per common share                                                              $        0.405   $         0.40
                                                                                                 ===============  ===============

Comprehensive income:
Net income                                                                                       $        2,725   $        6,080
Change in fair value of interest rate swap agreements                                                       120            (922)
                                                                                                 ---------------  ---------------
Total comprehensive income                                                                       $        2,845   $        5,158
                                                                                                 ===============  ===============

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

---

Great Lakes REITConsolidated Statements of Income and Comprehensive Income
                                                    (unaudited)
                                       (In Thousands, except per share data)

`Six months ended June 30,
                                                                                                   ---------------------------------
                                                                                                        2003              2002
                                                                                                   ----------------  ---------------
 Revenues:
Rental                                                                                             $        41,033   $       37,618
Reimbursements                                                                                              11,321           10,893
Parking                                                                                                        238              255
Telecommunications                                                                                             131              128
Tenant service                                                                                                 154              128
Interest                                                                                                       404              670
Other                                                                                                          715              467
                                                                                                   ----------------  ---------------
Total revenues                                                                                              53,996           50,159
                                                                                                   ----------------  ---------------
Expenses:
Real estate taxes                                                                                            8,909            8,070
Other property operating                                                                                    16,020           13,180
General and administrative                                                                                   2,727            2,570
Employee share loan termination                                                                                511                -
Interest                                                                                                     8,930            7,527
Depreciation and amortization                                                                               10,672            9,309
                                                                                                   ----------------  ---------------
   Total expenses                                                                                           47,769           40,656
                                                                                                   ----------------  ---------------
Income before allocation to minority interests                                                               6,227            9,503
Minority interests                                                                                              16               28
                                                                                                   ----------------  ---------------
Income from continuing operations                                                                            6,211            9,475
Discontinued operations, net (including gain on sale of properties of $1,037 in 2002)                          158            1,787
                                                                                                   ----------------  ---------------
Net income                                                                                                   6,369           11,262
Income allocated to preferred shareholders                                                                   1,828            1,828
                                                                                                   ----------------  ---------------
Net income applicable to common shares                                                             $         4,541   $        9,434
                                                                                                   ================  ===============
Earnings per common share from continuing operations- basic.                                       $          0.27   $         0.47
                                                                                                   ================  ===============
Earnings per common share-basic                                                                    $          0.28   $         0.58
                                                                                                   ================  ===============
Weighted average common shares outstanding-basic                                                            16,149           16,369
                                                                                                   ================  ===============
Diluted earnings per common share from continuing operations                                       $          0.27   $         0.46
                                                                                                   ================  ===============
Diluted earnings per common share                                                                  $          0.28   $         0.57
                                                                                                   ================  ===============
Weighted average common shares outstanding-diluted                                                          16,263           16,518
                                                                                                   ================  ===============
Dividends declared per common share                                                                $          0.81   $         0.80
                                                                                                   ================  ===============

Comprehensive income:
Net income                                                                                         $         6,369   $       11,262
Change in fair value of interest rate swap agreements                                                          180            (623)
                                                                                                   ----------------  ---------------
Total comprehensive income                                                                         $         6,549   $       10,639
                                                                                                   ================  ===============

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

---

Great Lakes REITConsolidated Statements of Changes in Shareholders' Equity
                                      For the six months ended June 30, 2003
                                                    (unaudited)
                                              (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                                                              165
Exercise of share options                                                                     1
Shares repurchased in connection with employee share loan termination                       (5)
                                                                                 ---------------
Balance at end of period                                                                    161
                                                                                ---------------
Paid-in capital
Balance at beginning of period                                                          208,319
Exercise of share options                                                                    10
Shares repurchased in connection with employee share loan termination                   (6,958)
                                                                                 ---------------
Balance at end of period                                                                201,371
                                                                                 ---------------
Retained earnings (deficit)
Balance at beginning of period                                                          (19,765)
Net income                                                                                6,369
Distributions/dividends                                                                (15,091)
                                                                                 ---------------
Balance at end of period                                                               (28,487)
                                                                                 ---------------
Employee share purchase loans
Balance at beginning of period                                                          (16,154)
Repayment of loans                                                                        3,913
Loans retired in connection with employee share loan termination                          7,302
                                                                                 ---------------
Balance at end of period                                                                (4,939)
                                                                                 ---------------
Deferred compensation
Balance at beginning of period                                                           (2,035)
Amortization of deferred compensation                                                       145
                                                                                 ---------------
Balance at end of period                                                                 (1,890)
                                                                                 ---------------
Accumulated other comprehensive income (loss)
Balance at beginning of period                                                           (1,208)
Change in fair value of interest rate swap agreements                                       180
                                                                                 ---------------
Balance at end of period                                                                 (1,028)
                                                                                 ---------------
Total shareholders' equity                                                       $      202,688
                                                                                 ===============

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

---

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

`Six months ended June 30,
                                                                                                   ---------------------------------
                                                                                                         2003              2002
                                                                                                   ----------------  ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                                                         $         6,369   $       11,262
Adjustments to reconcile net income to cash flows from operating activities
   Depreciation and amortization                                                                            10,725            9,992
   Gain on sale of properties                                                                                    -          (1,037)
   Non-cash portion of employee share loan termination                                                         414                -
   Other non-cash items                                                                                        161              160
Net changes in assets and liabilities:
   Rents receivable                                                                                          (448)            2,330
   Real estate tax escrows and other assets                                                                      9            (250)
   Accounts payable, accrued expenses and other liabilities                                                    374          (4,030)
   Accrued real estate taxes                                                                               (1,343)          (1,087)
   Payment of deferred leasing costs                                                                         (894)          (1,743)
                                                                                                   ----------------  ---------------
Net cash provided by operating activities                                                                   15,367           15,597
                                                                                                   ----------------  ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of properties                                                                                           -          (8,095)
Additions to buildings and improvements                                                                    (8,213)          (6,553)
Other investing activities, net                                                                               (28)            (123)
                                                                                                  ----------------  ---------------
Net cash provided by (used in) investing activities                                                        (8,241)         (12,581)
                                                                                                   ----------------  ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of share options                                                                         11               59
Proceeds from repayment of employee share loans                                                              3,913            1,566
Proceeds from bank and mortgage loans payable                                                               53,155           10,000
Distributions / dividends paid                                                                            (15,091)          (8,447)
Distributions to minority interests                                                                           (38)             (48)
Payment of bank and mortgage loans and bonds                                                              (52,823)          (4,156)
Other                                                                                                         (97)             (62)
                                                                                                   ----------------  ---------------
Net cash provided by (used in) financing activities                                                       (10,970)          (1,088)
                                                                                                   ----------------  ---------------
Net increase (decrease) in cash and cash equivalents                                                       (3,844)            1,928
Cash and cash equivalents, beginning of year                                                                 5,061            2,896
                                                                                                   ----------------  ---------------
Cash and cash equivalents, end of year                                                             $        $1,217           $4,824
                                                                                                   ================  ===============

Supplemental disclosure of cash flow:
Interest paid                                                                                      $         8,759   $        7,582
                                                                                                     ==============   ==============
Non-cash financing transaction:                                                                    $         7,302                -
Employee share loan termination
                                                                                                    ================  ==============

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

---

Great Lakes REITNotes 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, 2003, the Company owned and operated 46 properties,
primarily located in suburban areas of Chicago, Milwaukee, Detroit, Columbus,
Minneapolis, Denver and Cincinnati. The Company leases office space to over 650
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, 2002 (the 2002 10-K). In the opinion of management, the
financial statements herein 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 2002 10-K.

2.     Derivatives and Hedging Activities

The Company recognizes all
derivatives on its balance sheet at fair value. Derivatives that are not hedges
must be adjusted to fair value through income. If the derivative is a hedge,
depending on the nature of the hedge, changes in the fair value of the
derivatives are either offset against the change in fair value of the assets,
liabilities or firm commitments through earnings or recognized in other
comprehensive income until the hedged item is recognized in earnings. The
ineffective portion of a derivatives change in fair value will be
immediately recognized in earnings.

Approximately $66,200 of
the Companys long-term debt bears interest at a variable rate based on
LIBOR ($49,295 at LIBOR plus 1.35%, $11,155 at LIBOR plus 1.45% and $5,750 at
LIBOR plus 1.6%). In 2001, the Company entered into two separate interest rate
swap agreements with notional amounts of $25,000 each. One agreement effectively
fixes the interest rate on $25,000 of variable rate debt at a maximum of 4.27%
until December 2003. The second swap agreement effectively fixes the interest
rate on $25,000 of variable rate debt at a maximum of 4.88% per annum until
December 2004. The Company is exposed to credit loss in the event of
non-performance by counterparties under the agreement, 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, 2003, the fair
value of the swap agreements was a liability of $1,028 and is reflected as
accumulated other comprehensive income (loss) in the consolidated balance sheet
as of June 30, 2003. The change in fair value of the interest rate swap
agreements has been reflected entirely in other comprehensive income in 2003 and
2002, as they are fully effective cash flow hedges.

3.     Segment Information

The Company had three
reportable segments at June 30, 2003, distinguished by property type. The
property types are office, office/service center and medical office. 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. Medical office properties are generally connected to or
located near hospitals, and most tenants in those properties are health-care
providers.

Interest expense incurred
by the Company is a combination of property specific long-term debt and
long-term debt that is secured by properties across the Companys
reportable segments. Interest expense incurred on property-specific debt is
allocated to that propertys segment. Interest expense incurred on
long-term debt that is secured by properties across the Companys
reportable segments is allocated to the reportable segments based on the square
footage of properties in that segment that are associated with the long-term
debt.

The Company evaluates
performance and allocates resources based on net operating income, which the
Company defines as property revenues (rental, reimbursement, parking,
telecommunications, tenant service and other income) less property operating
expenses and real estate taxes.

The following is a summary
report of segment information for the three and six months ended June 30, 2003
and 2002:

`Three months ended June 30,  Six months ended June 30,
                                                  ---------------------------------------------------------------
                                                               2003              2002          2003         2002
                                                  ---------------------------------------------------------------
Revenues:
Office                                                      $23,070           $23,973       $46,058      $47,145
Medical office                                                2,574                 -         5,223            -
Office service center                                           818               981         1,712        2,113
Deferred rental income                                          319               194           599          231
Interest                                                        150               329           404          670
                                                  ---------------------------------------------------------------
Total                                                       $26,931           $25,477       $53,996      $50,159
                                                  ===============================================================

Net operating income:
Office                                                      $12,409           $13,765       $24,819      $26,908
Medical office                                                1,189                 -         2,635            -
Office service center                                           254               434           610        1,100
                                                  ---------------------------------------------------------------
Total                                                       $13,852           $14,199       $28,064      $28,008
                                                  ===============================================================

Depreciation and amortization:
Office                                                       $4,547            $4,252        $9,054        8,415
Medical office                                                  382                 -           758            -
Office service center                                           248               315           515          576
Other                                                           184               160           345          318
                                                  ---------------------------------------------------------------
Total                                                        $5,361             4,727       $10,672       $9,309
                                                  ===============================================================

Interest expense:
Office                                                       $3,669            $3,655        $7,457       $7,302
Medical office                                                  542                 -         1,047            -
Office service center                                           210               112           426          225
                                                  ---------------------------------------------------------------
Total                                                        $4,421            $3,767        $8,930       $7,527
                                                  ===============================================================

Income before allocation to minority interests:
Net operating income                                        $13,852           $14,199       $28,064      $28,008
Interest expense                                            (4,421)           (3,767)       (8,930)      (7,527)
Depreciation                                                (5,361)           (4,727)      (10,672)      (9,309)
Deferred rental revenues                                        319               194           599          231
Interest income                                                 150               329           404          670
General and administrative expenses                         (1,400)           (1,462)       (2,727)      (2,576)
Employee share loan termination                               (511)                 -         (511)            -
                                                  ---------------------------------------------------------------
Income before allocation to minority interests:              $2,628            $4,766        $6,227       $9,503
                                                  ===============================================================

Additions to properties:
Office                                                       $4,883            $3,662        $7,528      $14,179
Medical office                                                  214                 -           368            -
Office service center                                           280               231           317          469
                                                  ---------------------------------------------------------------
Total                                                        $5,337            $3,893        $8,213      $14,648
                                                  ===============================================================`

Following is a summary of
segment assets at June 30, 2003 and December 31, 2002:

`June 30,          December 31,
                                   ----------------------------------------
                                           2003                2002
Assets
Office                                        $449,988            $452,333
Medical office                                  59,581              61,814
Office service center                           19,561              19,483
Properties held for sale                         1,900                   -
Other                                           13,158              15,351
                                   ----------------------------------------
Total                                         $544,188            $548,981
                                   ========================================`

4.     Long-Term Debt

On January 16, 2003, the
Company entered into a 10-year mortgage loan in an amount of $40,000 secured by
the medical office properties. This loan accrues interest at 5.43% per annum
payable monthly along with monthly principal payments based on a 30-year
amortization schedule.

On March 24, 2003, the
Company entered into a $29,200 secured credit facility. The facility bears
interest at LIBOR plus 1.45% payable monthly, has a term of three years and is
secured by the Companys properties located in Dublin and Columbus, Ohio.
Borrowings at June 30, 2003 totaled $11,155.

5.     Goodwill

Goodwill is subject to
periodic impairment tests. The Company has performed the required impairment
tests of goodwill as of June 30, 2003, and has determined that goodwill is not
impaired as of that date.

6.     Impairment of Assets

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.

7.     Earnings per Share

The unvested restricted
common share grants (166,664 shares at June 30, 2003) 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, 2003, which are convertible to common shares on a one-for-one basis at
the option of the holder.

8.     Discontinued Operations

The components of
discontinued operations for the three and six months ended June 30, 2003 and
2002 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, 2003 (or all
operations of properties held for sale) and all operations for the three and six
months ended June 30, 2002 for the following:

- the properties sold in 2002
- the property held for sale at June 30, 2003.

`Three months ended June 30,
                                                                    ----------------------------
                                                                        2003           2003
                                                                    -------------  -------------
Revenues                                                            $        161   $      1,350
                                                                     ---------------------------
Expenses:
Real estate taxes and property operating expenses                             35            661
Interest                                                                       -              -
Depreciation and amortization                                                 22            397
                                                                    -------------  -------------
Total expenses                                                                57          1,058
                                                                    -------------  -------------
Income from discontinued operations                                          104            292
Gain on sale of properties                                                     -          1,037
                                                                    -------------   ------------
Discontinued operations, net                                        $        104   $      1,329
                                                                    =============  =============
                                                                     Six months ended June 30,
                                                                    ----------------------------
                                                                       2003            2003
                                                                    -------------  -------------
Revenues                                                            $      266     $      2,665
                                                                    ----------------------------
Expenses:
Real estate taxes and property operating expenses                           70            1,257
Interest                                                                     -                -
Depreciation and amortization                                               38              658
                                                                    -----------    -------------
Total expenses                                                             108            1,915
                                                                     -----------    -------------
Income from discontinued operations                                        158              750
Gain on sale of properties                                                   -            1,037
                                                                    -----------    -------------
Discontinued operations, net                                        $      158     $      1,787
                                                                    ===========    =============`

At December 31, 2002, the
Company reported $8,928 of properties held for sale. This amount has been
reclassified as land, buildings and improvements and accumulated depreciation as
of June 30, 2003 as the Company did not consummate its planned disposition of
these assets. As of June 30, 2003, the Company does not plan to dispose of these
assets.

9.     Pro Forma Operating Results for Expensing Fair Value of Share Options Granted

For purposes of pro forma
disclosures, the estimated fair value of the outstanding options to purchase
common shares of the Company was amortized to expense over the options
vesting period. The Companys unaudited pro forma information follows:

`Three months ended June 30,
                                                                  -----------------------------
                                                                      2003           2002
                                                                  -------------- --------------
Net income as reported                                            $      $1,811  $       5,166
Less employee share option compensation at fair value                        23             45
                                                                  -------------- --------------
Pro forma net income                                              $       1,788  $       5,121
                                                                  ============== ==============
Pro forma basic earnings per common share                         $        0.11  $        0.31
                                                                  ============== ==============
Pro forma diluted earnings per common share                       $        0.11  $        0.31
                                                                  ============== ==============
                                                                   Six months ended June 30,
                                                                  -----------------------------
                                                                     2003           2002
                                                                  -------------- --------------
Net income as reported                                            $       4,541  $       9,434
Less employee share option compensation at fair value                        65             90
                                                                  -------------- --------------
Pro forma net income                                              $       4,476  $       9,344
                                                                  ============== ==============
Pro forma basic earnings per common share                         $        0.28  $        0.57
                                                                  ============== ==============
Pro forma diluted earnings per common share                       $        0.28  $       0..57
                                                                  ============== ==============`

10.      Alternatives to Increase Shareholder Value

The Companys Board of
Trustees has engaged a real estate advisor and an investment banker to assist it
in analyzing alternatives to improve shareholder value. These alternatives may
include a sale of some or all of the Companys properties, or a business
combination or other similar transaction. Such activities are ongoing, and there
can be no assurance that any such transaction will occur.

11.      Employee Share Loans

In connection with the
Companys activities related to alternatives to improve shareholder value,
the Board of Trustees adopted a policy prohibiting employees from engaging in
any trading of Company securities while the process is ongoing. Twenty-eight
employees of the Company, including members of senior management who are
affected by the provisions of the 2002 Sarbanes-Oxley Act, are required to repay
certain maturing loans. These loans were made before 2001 under the
Companys employee loan program, which was established in 1996 in
connection with the Companys option plan. In order to permit an orderly
retirement of a portion of the outstanding loans during the trading blackout
period in compliance with the Sarbanes-Oxley Act, the Companys Board of
Trustees approved a voluntary share repurchase plan for all employees with
outstanding loans.

The plan provided for loan
retirement in consideration for the shares securing the loans. Fifteen employees
elected to participate in the repurchase program and the Company has repurchased
an aggregate of 474,608 shares from those officers and employees that were
securing an aggregate of $7,302 in outstanding loans. The price used in
connection with the repurchase program was $14.67 per common share, which was
the average of the closing prices of the common shares on the New York Stock
Exchange for the five-day period ending April 10, 2003. As part of the
Board-approved repurchase program, the Company has forgiven loan balances
totaling $498. Such loan forgiveness ($498), or $0.03 per common share, has been
reflected as employee share loan termination expense in the three and six months
ended June 30, 2003.

As of June 30, 2003, $1,228
of employee loans will mature during the remainder of 2003. Thereafter, during
2004, 2005 and 2006, $1,224, $2,382 and $105 of employee loans mature,
respectively. The Companys Board of Trustees does not anticipate offering
a similar repurchase program in the future. The officers and employees that
continue to have loans under the employee loan program will be obligated to
repay those loans at maturity in order to comply with the policies of the
Company and the Sarbanes-Oxley Act.

On April 17, 2003, the
Board of Trustees granted an aggregate of 257,699 options to purchase common
shares to those employees who elected to participate in the repurchase program.
Of the options granted, 224,659 have an exercise price of $14.50 per share, the
closing price of the common shares on April 17, 2003, and 33,040 have an
exercise price of $16.55 per share. The Company follows Accounting Principles
Board Opinion No. 25 (APB 25) in accounting for option grants. Under APB 25, no
compensation expense is recognized upon the grant of share purchase options at
fair market value.

12.     Subsequent Event

On July 8, 2003, the
Company sold its properties located at 165 and 175 Hansen Court, Wood Dale,
Illinois, for a contract price of $3,900. The gain on sale of properties for
this transaction of approximately $1,600 will be recognized in the third quarter
of 2003.

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,
2003. 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 2002 10-K.

## Trends

The Companys Board of
Trustees has engaged a real estate advisor and an investment banker to assist it
in analyzing alternatives to improve shareholder value. These alternatives may
include a sale of some or all of the Companys properties, or a business
combination or other similar transaction. Such activities are ongoing, and there
can be no assurance that any such transaction will occur.

In 2002 and the first half
of 2003, occupancy rates in the current markets in which the Company operates
declined due to increases in supply and decreases in demand for office space.
The market trend of occupancy declines has impacted the Companys portfolio
performance and, as a result, the overall portfolio occupancy of the
Companys properties declined to 80% at June 30, 2003 as compared to 83% at
the end of 2002. During 2002, the Company averaged approximately 30,000 square
feet of new leasing activity per month. The Company believes that the trend of
vacancy increases is slowing. However, the Company anticipates that the
difficult leasing environment that currently exists in its markets will persist
throughout 2003 as improvement in demand for office space usually lags the
beginning of an economic recovery. At June 30, 2003, Great Lakes REIT had
497,000 square feet of leases, or 8% of the portfolio, expiring in second half
of 2003. The Company currently expects to retain or renew 240,000 to 260,000
square feet of the remaining 497,000 square feet of leases rolling over during
the second half of 2003. The Company anticipates it will average 30,000 square
feet per month of new leasing activity in the second half of 2003, basically the
same level as was experienced in the difficult environment of 2002. Based on the
tenant retention and new leasing activity expectations noted above, the Company
expects that average portfolio occupancy during 2003 will be in the range of 79%
to 80%. Occupancy at January 1, 2004 is expected to be in the range of 77% to
79% assuming no significant tenant defaults occur during the year. Based on
these occupancy expectations, the Company expects that revenues and results of
operations will decline in 2003 as compared to 2002.

As of March 1, 2003,
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 2003.

Legion Insurance Company,
which leases 58,000 square feet of space at Milwaukee Center and represented
1.53% of the Companys aggregate portfolio annualized base rent as of
December 31, 2002, was placed in rehabilitation by the Pennsylvania Department
of Insurance on April 1, 2002. After completing its review, the Pennsylvania
Department of Insurance has recommended to the Commonwealth Court that Legion
Insurance Company be liquidated. The Commonwealth Court approved the
recommendation of the Pennsylvania Department of Insurance on July 28, 2003.
Based on currently available information, the Company believes it is more likely
than not that Legion will fulfill all terms of its lease in 2003. Legion
Insurance Company is current on its rental payments to date. The Legion lease
specifies a termination date of February 28, 2006.

Three months ended June 30, 2003 compared to 2002

During 2002, the Company
acquired 11 properties. The operating results of these properties were included
in the Companys financial statements from the dates of acquisition. In
analyzing the 2003 operating results of the Company, the changes in rental and
reimbursement income, real estate taxes and other property operating expenses
from 2002 were principally due to: (i) the addition of a full years
operating results in 2003 of the properties acquired in 2002 and
(ii) increases or decreases on properties owned in both 2003 and 2002.
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. A summary of these
changes as they impact rental income, reimbursement income, real estate taxes
and other property operating expenses for 2003 follows:

`Rental      Reimbursement     Real Estate      Other Property
                                                                    Income          Income           Taxes       Operating Expenses
                                                                -------------- ---------------  --------------- -------------------
Increase due to inclusion of full year of properties acquired
   in 2002                                                       $       3,088  $          568   $          593  $            1,344
Increase (decrease) in 2003 compared to 2002                            (1,921)           (244)            (164)                 82
                                                                -------------- ---------------  --------------- -------------------
Total                                                            $       1,167  $          324   $          429  $            1,426
                                                                 ============== ===============  =============== ===================`

Tenant service income
increased by $10, or 15%, in the quarter ended June 30, 2003 compared to 2002
primarily due to the sale of tenant services to the tenants in the medical
office properties.

Interest income decreased
by $179, or 54%, during the quarter ended June 30, 2003, as compared to 2002
primarily because certain interest-bearing employee share loans were repaid or
terminated during the 12 months ended June 30, 2003.

Interest expense increased
by $654, or 17%, during the quarter ended June 30, 2003 as compared to 2002 due
to higher amounts of long-term debt outstanding during 2003.

Depreciation and
amortization expenses increased by $634, or 13%, during the quarter ended June
30, 2003 compared to 2002 because the Company had a gross book value of
depreciable assets of $529,877 at June 30, 2003 compared to $446,875 at June 30,
2002.

Six months ended June 30, 2003 compared to 2002

During 2002, the Company
acquired 11 properties. The operating results of these properties were included
in the Companys financial statements from the dates of acquisition. In
analyzing the 2003 operating results of the Company, the changes in rental and
reimbursement income, real estate taxes and other property operating expenses
from 2002 were principally due to: (i) the addition of a full years
operating results in 2003 of the properties acquired in 2002 and
(ii) increases or decreases on properties owned in both 2003 and 2002.
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. A summary of these
changes as they impact rental income, reimbursement income, real estate taxes
and other property operating expenses for 2003 follows:

`Rental      Reimbursement     Real Estate      Other Property
                                                                    Income          Income           Taxes       Operating Expenses
                                                                 -------------- ---------------  --------------- -------------------
Increase due to inclusion of full year of properties acquired
   in 2002                                                       $       6,425  $        1,234   $        1,225  $            2,637
Increase (decrease) in 2003 compared to 2002                            (3,010)           (806)            (386)                203
                                                                 -------------- ---------------  --------------- -------------------
Total                                                            $       3,415  $          428   $          839  $            2,840
                                                                 ============== ===============  =============== ===================`

Tenant service income
increased by $26, or 20%, in the six months ended June 30, 2003 compared to 2002
primarily due to the sale of tenant services to the tenants in the medical
office properties.

Interest income decreased
by $266, or 40%, during the six months ended June 30, 2003, compared to 2002
primarily because certain interest-bearing employee share loans were repaid or
terminated during the 12 months ended June 30, 2003.

General and administrative
expenses increased by $157, or 6%, during the six months ended June 30, 2003
compared to 2002 due to increases in insurance costs ($112), and increased
compensation costs ($47).

Interest expense increased
by $1,403, or 19%, during the six months ended June 30, 2003 compared to 2002
due to higher amounts of long-term debt outstanding during 2003.

Depreciation and
amortization expenses increased by $1,363, or 15%, during the six months ended
June 30, 2003 compared to 2002 because the Company had a gross book value of
depreciable assets of $529,877 at June 30, 2003 compared to $446,875 at June 30,
2002.

Segment Operations

The Company has three
reportable segments, distinguished by property type. The property types are
office, office service center and medical office properties. 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. Medical office properties are generally connected to or located near
hospitals, and most tenants in those properties are health-care providers.

Interest expense incurred
by the Company is a combination of property specific long-term debt and
long-term debt that is secured by properties across the Companys
reportable segments. Interest expense incurred on property-specific debt is
allocated to that propertys segment. Interest expense incurred on
long-term debt that is secured by properties across the Companys
reportable segments is allocated to the reportable segments based on the square
footage of properties in that segment that are associated with the long-term
debt.

The net income for the
office segment was as follows:

`Three months ended June 30,     Six months ended June 30,
                                        2003            2002              2003            2002
Net operating income                  $12,409          $13,765     $      24,819   $      26,908
Interest expense                      (3,669)          (3,655)            (7,457)         (7,302)
Depreciation                          (4,547)          (4,252)            (9,054)         (8,415)
                                  ----------------------------------------------------------------
Segment net income                     $4,193          $5,858      $       8,308   $      11,191
                                  ================================================================`

The decrease in segment net
income for the three and six months ended June 30, 2003 compared to 2002
resulted from declining occupancy in this property segment and was partially
offset by increases due to inclusion of a full year of operations in 2003 of
properties acquired in 2002.

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

`Three months ended June 30,    Six months ended June 30,
                                    2003          2002               2003            2002
Net operating income                $254          $434      $         610  $        1,100
Interest expense                   (210)          (112)              (426)           (225)
Depreciation.                      (248)          (315)              (515)           (576)
                               ------------------------------------------------------------
Segment net income (loss)          $(204)          $7       $        (331) $          299
                               ============================================================`

The decrease in segment net
income for the three and six months ended June 30, 2003 as compared to 2002
resulted from declining occupancy.

The net income for the
medical office segment was as follows:

`Three months ended June 30, Six months ended June 30,
                                  2003          2002             2003            2002
Net operating income             $1,189           -       $       2,635              --
Interest expense                 (542)            -              (1,047)             --
Depreciation                     (382)            -                (758)             --
                             -----------------------------------------------------------
Segment net income                $258            -       $         830              --
                             ============================================================`

The increase in segment net
income for the year ended the three and six months ended June 30, 2003 resulted
from the acquisition of the medical office properties on October 1, 2002.

Non-GAAP Financial Measures

Although not a GAAP
measure, the Company believes that the inclusion of information regarding funds
from operations (FFO) provides important information to shareholders and
potential investors. The GAAP measure, net income applicable to common shares,
includes depreciation and amortization expenses, gains or losses on property
sales and minority interests. In presenting FFO, the Company eliminates
substantially all of these items in order to provide an indication of the
results from the Companys property operations. FFO is a widely recognized
measure in the Companys business and is presented by nearly all publicly
traded REITs. The Companys calculation of FFO may differ from the
methodology for calculating FFO utilized by other real estate companies.

`Three months ended June 30,
                                                                     -----------------------------
                                                                         2003           2002
                                                                     -------------- --------------
Net income applicable to common shares                               $       1,811  $       5,166
Adjustments to calculate funds from operations:
Minority interests                                                               7             15
Gain on sale of properties                                                       -        (1,037)
Adjusted depreciation and amortization (a)                                   5,206          4,976
                                                                     ------------- --------------
Funds from operations                                                $       7,024  $       9,120
                                                                     ============== ==============

Weighted average common shares outstanding- diluted                         16,020         16,547
                                                                     ============== ==============

(a) Adjusted depreciation and amortization is calculated as follows:

                                                                       Three months ended June 30,
                                                                       ----------------------------
                                                                           2003           2002
                                                                       -------------- -------------
Depreciation and amortization in consolidated statements of cash       $       5,390  $      5,136
   flows
Less depreciation and amortization unrelated to properties                       184           160
                                                                       -------------- -------------
Adjusted depreciation and amortization                                 $       5,206  $      4,976
                                                                       ============== =============

                                                                        Six months ended June 30,
                                                                       ----------------------------
                                                                           2003           2002
                                                                       -------------- -------------
Net income applicable to common shares                                 $       4,541  $      9,434
Adjustments to calculate funds from operations:
Minority interests                                                                16            28
Gain on sale of properties                                                         -       (1,037)
Adjusted depreciation and amortization (a)                                    10,380         9,674
                                                                       -------------- -------------
Funds from operations                                                  $      14,937  $     18,099
                                                                       ============== =============

Weighted average common shares outstanding- diluted                           16,263        16,518
                                                                       ============== =============

(a) Adjusted depreciation and amortization is calculated as follows:

                                                                        Six months ended June 30,
                                                                       ----------------------------
                                                                           2003           2002
                                                                       -------------- -------------
Depreciation and amortization in consolidated statements of cash       $      10,725  $      9,992
   flows
Less depreciation and amortization unrelated to properties                       345           318
                                                                       -------------- -------------
Adjusted depreciation and amortization                                 $      10,380  $      9,674
                                                                       ============== =============`

EBITDA (earnings before
interest, taxes, depreciation and amortization), a non-GAAP financial measure,
represents net income before allocation to minority interests and before any
deduction for interest expense, federal income tax expense (if any) and
depreciation and amortization expense.

EBITDA is not intended to
represent cash flow for the period, is not presented as an alternative to
operating income as an indicator of operating performance, should not be
considered in isolation or as a substitute for measures of performance prepared
in accordance with GAAP and is not indicative of operating income or cash
provided by operating activities as determined under GAAP.

EBITDA is presented solely
as a supplemental disclosure because the Company believes it provides useful
information regarding the Companys ability to service or incur debt.
Because all companies do not calculate EBITDA the same way, the presentation of
EBITDA may not be comparable to similarly titled measures of other companies.

The Company believes that
net income and cash provided by operating activities are the financial measures
calculated and presented in accordance with GAAP that are most directly
comparable to EBITDA. The following is a reconciliation of EBITDA to each of net
income and cash provided by operating activities for each of the periods for
which EBITDA is presented in this Form 10-Q:

`For the six months ended June 30,
                                                                                ----------------------------------
                                                                                     2003              2002
                                                                                ----------------  ----------------
Calculation of EBITDA:
Income before allocation to minority interests                                  $         6,227   $         9,503
Depreciation and amortization from consolidated statements of cash flows                 10,725             9,992
Non-cash portion of employee share loan termination                                         414                 -
Interest expense                                                                          8,930             7,527
Discontinued operations, net                                                                158               750
                                                                                ----------------  ----------------

EBITDA                                                                          $        26,454   $        27,772
                                                                                ================  ================

Reconciliation of EBITDA to Cash Provided by Operating Activities:
EBITDA                                                                          $        26,454   $        27,772
Interest expense                                                                        (8,930)           (7,527)
Other adjustments from Consolidated Statements of Cash Flows:
Other non-cash items                                                                        161               160
Minority interests                                                                         (16)              (28)
Net changes in assets and liabilities:
Rents receivable                                                                          (448)             2,330
Real estate tax escrows and other assets                                                      9             (250)
Accounts payable, accrued expenses and other liabilities                                    374           (4,030)
Accrued real estate taxes                                                               (1,343)           (1,087)
Payment of deferred leasing costs                                                         (894)           (1,743)
                                                                                ----------------  ----------------

Cash provided by operating activities                                           $        15,367   $        15,597
                                                                                ================  ================`

Liquidity and Capital Resources

The Company expects to meet
its short-term liquidity requirements (other than significant capital
improvements) principally through working capital borrowings and net cash
provided by operating activities. The Company expects to meet its short-term
liquidity requirements for significant capital improvements through targeted
property dispositions and additional borrowings. The Company considers its cash
provided by operating activities to be adequate to meet operating requirements
and to fund the payment of dividends to the extent necessary to comply with
certain federal income tax requirements applicable to real estate investment
trusts (REITs). Cash flow from operating activities for the six
months ended June 30, 2003 was $15,367. This amount slightly exceeded common and
preferred share dividends paid for the six months ended June 30, 2003. The
Company expects that cash provided by operating activities in 2003 will exceed
common and preferred share dividends paid in 2003.

The Board of Trustees
determines the Companys dividend policy. The payment of dividends, other
than those declared to date, is subject to future action of the Board of
Trustees and will depend upon a variety of factors, including, but not limited
to, the Companys cash position, operating results and general financial
condition.

The Company expects to meet
its short-term liquidity requirements for property acquisitions and significant
capital improvements through targeted property dispositions and additional
borrowings. On March 24, 2003, the Company entered into a $29,200 secured credit
facility. The facility bears interest at LIBOR plus 1.45% payable monthly, has a
term of three years and is secured by the Companys four properties located
in Dublin and Columbus, Ohio. Borrowings at June 30, 2003 totaled $11,155.
Future borrowings can be used for property acquisitions, tenant improvements,
significant capital improvements, leasing costs and working capital. The Company
has approximately $45,000 of additional borrowing capacity through two secured
credit facilities (including the $29,200 secured credit facility described
above). Anticipated occupancy levels at the Companys properties in 2003
may cause the Company to limit future acquisition activity funded by long-term
borrowings to maintain liquidity for significant capital improvements and
working capital. The Company expects to invest approximately $1,500 for certain
improvements at its property located at 1111 Touhy Avenue, Des Plaines,
Illinois, over the next several years. While the Company expects to complete
these improvements later in 2003 and 2004, the Company does have the option of
limiting or curtailing these improvements as conditions warrant.

On January 16, 2003, the
Company entered into a 10-year mortgage loan in an amount of $40,000 secured by
the medical office properties. This loan accrues interest at 5.43% per annum
payable monthly along with monthly principal payments based on a 30-year
amortization schedule. The proceeds of the loan were used to repay the $36,000
bank loan payable secured by the medical office properties that was outstanding
at December 31, 2002.

On July 8, 2003, the
Company sold its properties located at 165 and 175 Hansen Court, Wood Dale,
Illinois, for a contract price of $3,900. The gain on sale of properties for
this transaction of approximately $1,600 will be recognized in the third quarter
of 2003. The proceeds from sale of approximately $3,900 were used for retirement
of long-term debt ($2,300) with the balance for working capital.

The Company has identified
certain assets that it expects will be sold during the remainder of 2003 in
addition to those assets classified as held for sale at June 30, 2003, and may
consider selling additional properties if market conditions warrant. The Company
has not entered into any definitive agreements with respect to any such
additional disposition opportunities and there can be no assurances that the
Company will consummate any dispositions in the remainder of 2003.

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, subject to satisfactory conditions in the capital markets
generally and real estate capital and finance markets, specifically, and
targeted property dispositions. There can be no assurance that the Company will
be able to access the credit or capital markets or consummate any such property
dispositions when needed to fund such long-term liquidity requirements on an
acceptable basis.

Forward-Looking Statements

This report contains
forward-looking statements that involve numerous risks and uncertainties.
Statements in this document regarding the Companys expectations for tenant
retention, new tenant leasing activity, vacancy trends, occupancy rates,
acquisition and disposition volume and timing, the expectation regarding the
performance of the economy and the office markets, the anticipated level and
effect of tenant defaults and anticipated market and other economic conditions
are forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are based on what
the Company believes to be reasonable assumptions and managements current
expectations; however, actual results may vary from those implied by such
forward-looking statements. Key factors that may cause actual results to differ
from projected results include: conditions in the financial markets generally
and the market for real estate finance specifically; 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 in such financial position that may
lead to increases in tenant defaults and the performance of Legion Insurance
Company; actual tenant default rates compared to anticipated default rates;
performance of the medical office market generally and the local markets for the
Companys medical office properties specifically; performance of the
hospitals adjacent to the Companys medical office properties; changes in
interest rates; and other risks inherent in the real estate business. 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. A change in variable interest rates of 1% per annum would
increase or decrease the Companys interest expense by $162 per annum based
on the amount of variable rate debt outstanding at June 30, 2003 ($16,201).

Approximately $66,200 of
the Companys long-term debt bears interest at a variable rate based on
LIBOR ($49,295 at LIBOR plus 1.35%, $11,155 at LIBOR plus 1.45% and $5,750 at
LIBOR plus 1.6%). In 2001, the Company entered into two separate interest rate
swap agreements with notional amounts of $25,000 each. One agreement effectively
fixes the interest rate on $25,000 of variable rate debt at a maximum of 4.27%
until December 2003. Upon expiration of the swap agreement in December 2003,
$25,000 of the Companys outstanding debt will again be variable rate debt
that bears interest at LIBOR plus 1.45%. The second swap agreement effectively
fixes the interest rate on $25,000 of variable rate debt at a maximum of 4.88%
per annum until December 2004.

At June 30, 2003, the
Company had $294,850 of fixed rate debt outstanding at an average rate of 5.76%
(after giving effect to the two swap agreements). The Company has long-term debt
outstanding at fixed rates in the range of 4.3% to 7.44%. The general level of
interest rates in the United States as of April 1, 2003 is such that refinancing
this debt at current rates would be unlikely due to prepayment restrictions and
penalties on its fixed rate debt. Accordingly, if the general level of interest
rates in the United States were to fall further, the Company would not likely
have the opportunity to refinance this fixed rate debt at lower interest rates.

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, the Company has 94% of its long-term
debt outstanding at June 30, 2003 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

`2003(1)         2004           2005          2006           2007       Thereafter
                                               ------------- -------------  ------------- -------------  -------------  ------------
Liabilities:
Fixed Rate
   Mortgage loans payable                      $      2,892  $      6,116   $      6,508  $     26,649   $     16,444   $   186,949
   Average interest rate of principal
     maturities                                        6.06%         6.08%          6.09%         6.51%          6.69%         5.85%
   Fixed Rate
   Variable rate debt fixed by interest
     rate swap expiring in December 2003 (2)   $        357  $        729   $        749  $        770   $        791   $    21,251
   Variable rate debt fixed by interest
     rate swap expiring in December 2004 (3)   $        357  $        729   $        749  $        770   $        791   $    21,251
Variable Rate
   Mortgage loans payable                      $          1  $          1   $          1  $          1   $          1   $     5,745
   Average interest rate (4)
   Bank loan payable                                     --            --             --  $     11,155             --            --
   Average interest rate (5)
   Bonds payable                               $         --  $        415   $        460  $        505   $        560   $     1,305
   Average interest rate (6)`

---

| | (1) | Period from July 1, 2003 to December 31, 2003.                                                                                                                       
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | The maximum interest rate is 4.27% per annum until December 2003.  The average rate for the six
         months ended June 30, of 2003 was 4.27%.                    
| | (3) | The maximum interest rate is 4.88% per annum until December 2004.  The average interest rate for the
         six months ended June 30, of 2003 was 4.88%.           
| | (4) | At June 30, 2003, the interest rate was LIBOR plus 1.6% per annum.  The average interest rate for
         the six months ended June 30, of 2003 was 2.90% per annum.
| | (5) | The interest rate at June 30, 2003, was LIBOR plus 1.45%.  The average interest rate for the six
         months ended June 30, of 2003 was 2.70%.                   
| | (6) | The average interest rate for the six months ended June 30, of 2003 was 2.57%..                                                                                      

Item 4.     Controls and Procedures

The Company maintains a set
of disclosure controls and procedures designed to ensure that information
required to be disclosed by the Company in reports that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission
rules and forms. Within the 90-day period prior to the filing of this report, an
evaluation was carried out under the supervision and with the participation of
the Companys management, including the Chief Executive Officer
(CEO) and Chief Financial Officer (CFO), of the
effectiveness of the Companys disclosure controls and procedures. Based on
that evaluation, the CEO and CFO have concluded that the Companys
disclosure controls and procedures are effective.

Subsequent to the date of
their evaluation, there have been no significant changes in the Companys
internal controls or in other factors that could significantly affect these
controls.

Part II      Other Information

ITEM 5.       Submission of Matters to a Vote of Security Holders

On May 14, 2003, the
Company conducted its 2003 Annual Shareholders Meeting in Oak Brook,
Illinois, pursuant to a Notice of Meeting and Proxy Statement dated April 11,
2003.

Eight  members of the  Company's  Board of Trustees  were  nominated  and elected to serve a one-year  term at such
Annual  Meeting.  The following is a list of  individuals  who were nominated and elected to the Board of Trustees:
Matthew S.  Dominski,  Patrick R. Hunt,  Daniel P. Kearney,  Leandra R. Knes,  Richard A. May,  Donald E. Phillips,
James E. Schrager and Richard E. Terry.

Issue:  Election of Directors

`----------------------------------- ----------------- ---------------- -----------------
Nominees:                           Votes for         Votes withheld   Total
----------------------------------- ----------------- ---------------- -----------------
Matthew S. Dominski                 14,335,591        154,772          14,490,363
----------------------------------- ----------------- ---------------- -----------------
Patrick R. Hunt                     14,300,774        189,589          14,490,363
----------------------------------- ----------------- ---------------- -----------------
Daniel P. Kearney                   14,365,084        125,279          14,490,363
----------------------------------- ----------------- ---------------- -----------------
Leandra R. Knes                     14,288,716        201,647          14,490,363
----------------------------------- ----------------- ---------------- -----------------
Richard A. May                      14,288,376        201,987          14,490,363
----------------------------------- ----------------- ---------------- -----------------
Donald E. Phillips                  14,257,683        232,680          14,490,363
----------------------------------- ----------------- ---------------- -----------------
James E. Schrager                   14,292,069        198,294          14,490,363
----------------------------------- ----------------- ---------------- -----------------
Richard E. Terry                    14,337,697        152,666          14,490,363
----------------------------------- ----------------- ---------------- -----------------`

ITEM 6.       Exhibits and Reports on Form 8-K

|(a) | Exhibits                                                                                                                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|    | 31      Certifications Pursuant toss.302 of the Sarbanes-Oxley Act of 2002                                                                         
|    | 32      Certification Pursuant toss. 906 of the Sarbanes-Oxley Act of 2002.                                                                        
|(b) | Reports of Form 8-K                                                                                                                                
|    | Item 12 Form 8-K dated and filed April 15, 2003 reporting the results of operations and financial condition for the period ended    March 31, 2003.

---

# 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 12, 2003 | By:/s/James Hicks                           
|--------------------- | --------------------------------------------
|                      | James Hicks                                 
|                      | Chief Financial Officer and Treasurer       
|                      | (Principal Financial and Accounting Officer)

---

# EXHIBIT 31

# PRINCIPAL
EXECUTIVE OFFICERS CERTIFICATIONS PURSUANT TOSECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Richard A. May, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Great Lakes REIT;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:

1. Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
2. Evaluated the effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation; and
3. Disclosed in this report any change in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

1. The registrant's other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent functions):>

1. All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
2. Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.

|Date: August 12, 2003 | /s/Richard A. May                   
|--------------------- | ------------------------------------
|                      | Richard A. May                      
|                      | Chairman and Chief Executive Officer

---

# PRINCIPAL
EXECUTIVE OFFICERS CERTIFICATIONS PURSUANT TOSECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, James Hicks, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Great Lakes REIT;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:

1. Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
2. Evaluated the effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation; and
3. Disclosed in this report any change in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

1. The registrant's other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent functions):

1. All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
2. Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.

|Date: August 12, 2003 | /s/James Hicks         
|--------------------- | -----------------------
|                      | James Hicks            
|                      | Chief Financial Officer

---

Exhibit 32

Great Lakes REIT
                                           823 Commerce Drive, Suite 300
                                             Oak Brook, Illinois 60523

                                                  August 12, 2003

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Re: Certification Pursuant toss. 906 of the Sarbanes-Oxley Act of 2002

Ladies and Gentlemen:

Pursuant to 18
U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, in connection with the filing of the Form 10-Q of
Great Lakes REIT (the Company) for the quarter ended June 30, 2003,
as filed with the Securities and Exchange Commission on the date hereof (the
Report), each of the undersigned officers of the Company certifies,
that, to such officers knowledge:

|(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company as of the dates and for the periods expressed in the Report

| | /s/Richard A. May                           
| | --------------------------------------------
| | Name:  Richard A. May                       
| | Title:  Chairman and Chief Executive Officer

| | /s/James Hicks                 
| | -------------------------------
| | Name:  James Hicks             
| | Title:  Chief Financial Officer