U.S. SECURITIES AND EXCHANGE COMMISSION



Form 10-QSB




QUARTERLY OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT





|(X) |  | Quarterly Report Pursuant to
    Section 13 or 15(d) of the Securities Exchange Act of 1934 
|--- |  | --------------------------------------------------------------------------------------------
|    |  | for the quarterly period
    endedMarch 31, 2005                                            
|    |  |                                                                                             
|( ) |  | Transition Report Pursuant to
    Section 13 or 15(d) of the Securities Exchange Act of 1934
|    |  | for the transition period
    from_______________to _______________                         





Commission File Number 000-50267


GREAT LAKES BANCORP, INC.






DELAWARE
      
      13-4237490(State or Other Jurisdiction of Incorporation or
      Organization)
      
      (IRS Employer Identification Number)




2421 MAIN STREET, BUFFALO, NEW YORK
      
      14214(Address of Principal Executive Offices)
      
      ZIP Code


(716) 961-1900(Issuer's telephone number, including area code)









Check whether the issuer (1) filed all reports required 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 [ ]



| |                                                  |  |                             | 
| | ------------------------------------------------ |  | --------------------------- | 
| | Common Stock - voting, par value $.001 per share |  | 3,955,565 shares            | 
| | (Title of Class)                                 |  | Outstanding at May 11, 2005 | 







GREAT LAKES BANCORP, INC. AND SUBSIDIARY
Form 10-QSB
For the Quarterly Period Ended March 31, 2005



|TABLE OF CONTENTS |     
|----------------- | ----
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|PART I.           |     
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|ITEM 1.           |     
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|ITEM 2.           |     
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|ITEM 3.           |     
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|PART II.          |     
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|ITEM 1.           |     
|                  |     
|ITEM 6.           |     
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2



GREAT LAKES BANCORP, INC. AND SUBSIDIARY
Consolidated Balance Sheets (Unaudited)

|                                                                                        | March 31,                                                                            |                                     | December 31,                                  
|--------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------ | ----------------------------------- | ----------------------------------------------
|                                                                                        | 2005                                                                                 |                                     | 2004                                          
|ASSETS                                                                                  |                                                                                      |                                     |                                               
|Cash
    and cash equivalents:                                                          |                                                                                      |                                     |                                               
|                                                                                        | Cash
    and due from banks                                                          | $                                   | 11,306                                        
|                                                                                        | Interest-bearing deposits in other financial institutions                            | 10,602                              |                                               
|                                                                                        |                                                                                      | Total
    cash and cash equivalents | 21,908                                        
|Securities available for sale, at fair value                                            | 364,046                                                                              |                                     | 337,539                                       
|Securities held to maturity, at amortized cost (fair value of $15,641 and
    $7,072 at |                                                                                      |                                     |                                               
|                                                                                        | March
    31, 2005 and December 31, 2004, respectively)                              | 16,044                              |                                               
|Federal Home Loan Bank stock, at cost                                                   | 3,950                                                                                |                                     | 3,950                                         
|Loans, net of allowance for loan losses of $2,374 and $2,097, respectively              | 310,856                                                                              |                                     | 292,644                                       
|Premises and equipment, net                                                             | 14,630                                                                               |                                     | 14,285                                        
|Accrued interest receivable                                                             | 2,660                                                                                |                                     | 2,589                                         
|Bank
    owned life insurance, cash surrender value                                     | 12,190                                                                               |                                     | 12,066                                        
|Deferred tax asset, net                                                                 | 1,278                                                                                |                                     | 238                                           
|Other
    assets                                                                        | 1,140                                                                                |                                     | 1,064                                         
|                                                                                        |                                                                                      |                                     | TOTAL ASSETS                                  
|                                                                                        |                                                                                      |                                     |                                               
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                    |                                                                                      |                                     |                                               
|Deposits:                                                                               |                                                                                      |                                     |                                               
|                                                                                        | Noninterest-bearing                                                                  | $                                   | 20,306                                        
|                                                                                        | Interest-bearing                                                                     | 568,387                             |                                               
|                                                                                        |                                                                                      | Total
    deposits                  | 588,693                                       
|Short-term borrowings                                                                   | 275                                                                                  |                                     | 30                                            
|Securities sold under agreement to repurchase                                           | 109,000                                                                              |                                     | 119,000                                       
|Subordinated debentures                                                                 | 12,372                                                                               |                                     | 12,372                                        
|Accrued expenses and other liabilities                                                  | 2,983                                                                                |                                     | 3,377                                         
|                                                                                        |                                                                                      |                                     | TOTAL LIABILITIES                             
|                                                                                        |                                                                                      |                                     |                                               
|Shareholders' equity:                                                                   |                                                                                      |                                     |                                               
|                                                                                        | Preferred stock, $0.001 par value, 2,000,000 shares authorized, none issued          | -                                   |                                               
|                                                                                        | Common stock - voting, $0.001 par value, 16,000,000 shares authorized,
    3,955,565 |                                     |                                               
|                                                                                        |                                                                                      | shares issued and outstanding       | 4                                             
|                                                                                        | Additional paid-in capital                                                           | 35,422                              |                                               
|                                                                                        | Retained earnings                                                                    | 3,799                               |                                               
|                                                                                        | Accumulated other comprehensive loss, net                                            | (3,846)                             |                                               
|                                                                                        |                                                                                      |                                     | TOTAL
    SHAREHOLDERS' EQUITY                
|                                                                                        |                                                                                      |                                     | TOTAL LIABILITIES
    AND SHAREHOLDERS' EQUITY



See accompanying notes to the consolidated financial statements.

3





GREAT LAKES BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Income (Unaudited)

|                                                                         |                                               | Three months ended March 31,                           
|------------------------------------------------------------------------ | --------------------------------------------- | -------------------------------------------------------
|                                                                         |                                               | 2005                                                   
|INTEREST AND DIVIDEND INCOME:                                            |                                               |                                                        
|                                                                         | Interest and fees on loans                    |                                                        
|                                                                         | Interest on securities:                       |                                                        
|                                                                         |                                               | Taxable                                                
|                                                                         |                                               | Tax-exempt                                             
|                                                                         |                                               |                                                        
|                                                                         | FHLB
    stock                                |                                                        
|                                                                         | Other
    interest income                     |                                                        
|                                                                         |                                               | TOTAL
    INTEREST AND DIVIDEND INCOME                 
|INTEREST EXPENSE:                                                        |                                               |                                                        
|                                                                         | Deposits                                      |                                                        
|                                                                         | Short-term borrowings                         |                                                        
|                                                                         | Securities sold under agreement to repurchase |                                                        
|                                                                         | Long-term debt                                |                                                        
|                                                                         | Subordinated debentures                       |                                                        
|                                                                         |                                               | TOTAL
    INTEREST EXPENSE                             
|                                                                         |                                               | NET
    INTEREST INCOME                                
|PROVISION FOR LOAN LOSSES                                                |                                               |                                                        
|                                                                         |                                               | NET
    INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
|NONINTEREST INCOME:                                                      |                                               |                                                        
|                                                                         | Gain
    on sale of securities, net           |                                                        
|                                                                         | Service charges on deposit accounts           |                                                        
|                                                                         | Earnings on bank owned life insurance         |                                                        
|                                                                         | Other
    operating income                    |                                                        
|                                                                         |                                               | TOTAL
    NONINTEREST INCOME                           
|NONINTEREST EXPENSES:                                                    |                                               |                                                        
|                                                                         | Salaries and employee benefits                |                                                        
|                                                                         | Occupancy, equipment and furnishings          |                                                        
|                                                                         | Data
    processing and operations            |                                                        
|                                                                         | Advertising                                   |                                                        
|                                                                         | Professional services                         |                                                        
|                                                                         | Printing, postage and supplies                |                                                        
|                                                                         | Other
    operating expenses                  |                                                        
|                                                                         |                                               | TOTAL
    NONINTEREST EXPENSES                         
|                                                                         |                                               | INCOME BEFORE INCOME TAXES                             
|INCOME TAX PROVISION                                                     |                                               |                                                        
|                                                                         |                                               | NET
    INCOME                                         
|EARNINGS PER SHARE - BASIC AND DILUTED                                   |                                               | $                                                      
|Weighted average number of common shares outstanding - basic and diluted |                                               |                                                        

See accompanying notes to the consolidated financial statements.

4



GREAT LAKES BANCORP, INC. AND SUBSIDIARY 
Consolidated Statements of Shareholders' Equity (Unaudited)
Three months ended March 31, 2005 and 2004

|                             |                                                       |                                                       |                                                              |         |    |            |   |            |        | Retained     |       | Accumulated   |     |               |   |              
|---------------------------- | ----------------------------------------------------- | ----------------------------------------------------- | ------------------------------------------------------------ | ------- | -- | ---------- | - | ---------- | ------ | ------------ | ----- | ------------- | --- | ------------- | - | -------------
|                             |                                                       |                                                       |                                                              | Common  |    | Common     |   | Additional |        | Earnings     |       | Other         |     |               |   | Total        
|                             |                                                       |                                                       |                                                              | Stock - |    | Stock -    |   | Paid-in    |        | (Accumulated |       | Comprehensive |     | Subscriptions |   | Shareholders'
|                             |                                                       |                                                       |                                                              | Voting  |    | Non-voting |   | Capital    |        | Deficit)     |       | Income (Loss) |     | Receivable    |   | Equity       
|Balance at December 31, 2003 | $                                                     | 2                                                     |                                                              | $       | -* |            | $ | 18,622     |        | $            | (161) |               | $   | (400)         |   | $            
|                             | Issuance of 1,207,150 shares of Common Stock - Voting |                                                       | 1                                                            |         |    | -          |   |            | 10,863 |              |       | -             |     |               | - |              
|                             | Subscriptions receivable for 607,141 shares of Common |                                                       |                                                              |         |    |            |   |            |        |              |       |               |     |               |   |              
|                             |                                                       | Stock
    - Voting                                    |                                                              | 1       |    |            | - |            |        | 5,463        |       |               | -   |               |   | -            
|                             | Payment of underwriting costs                         |                                                       | -                                                            |         |    | -          |   |            | (60)   |              |       | -             |     |               | - |              
|                             | Comprehensive income:                                 |                                                       |                                                              |         |    |            |   |            |        |              |       |               |     |               |   |              
|                             |                                                       | Net
    income                                        |                                                              | -       |    |            | - |            |        | -            |       |               | 659 |               |   | -            
|                             |                                                       | Change in net unrealized gain on securities available |                                                              |         |    |            |   |            |        |              |       |               |     |               |   |              
|                             |                                                       |                                                       | for
    sale, net of tax and
    reclassification adjustment |         | -  |            |   | -          |        |              | -     |               |     | -             |   |              
|                             |                                                       | Total
    comprehensive income                        |                                                              |         |    |            |   |            |        |              |       |               |     |               |   |              
|Balance at March 31, 2004    | $                                                     | 4                                                     |                                                              | $       | -* |            | $ | 34,888     |        | $            | 498   |               | $   | 108           |   | $            
|                             |                                                       |                                                       |                                                              |         |    |            |   |            |        |              |       |               |     |               |   |              
|                             |                                                       |                                                       |                                                              |         |    |            |   |            |        |              |       |               |     |               |   |              
|Balance at December 31, 2004 | $                                                     | 4                                                     |                                                              | $       | -  |            | $ | 35,422     |        | $            | 3,378 |               | $   | (2,216)       |   | $            
|                             | Comprehensive income:                                 |                                                       |                                                              |         |    |            |   |            |        |              |       |               |     |               |   |              
|                             |                                                       | Net
    income                                        |                                                              | -       |    |            | - |            |        | -            |       |               | 421 |               |   | -            
|                             |                                                       | Change in net unrealized loss on securities available |                                                              |         |    |            |   |            |        |              |       |               |     |               |   |              
|                             |                                                       |                                                       | for sale, net of
    tax and reclassification adjustment     |         | -  |            |   | -          |        |              | -     |               |     | -             |   |              
|                             |                                                       | Total
    comprehensive loss                          |                                                              | -       |    |            | - |            |        | -            |       |               | -   |               |   | -            
|Balance at March 31, 2005    | $                                                     | 4                                                     |                                                              | $       | -  |            | $ | 35,422     |        | $            | 3,799 |               | $   | (3,846)       |   | $            

* Amount shown as $0 due to rounding.



See accompanying notes to the consolidated financial statements.

5



GREAT LAKES BANCORP, INC. AND SUBSIDIARY 
Consolidated Statements of Cash Flows (Unaudited)

|                                                   | Three months ended March 31,                                                         
|-------------------------------------------------- | -------------------------------------------------------------------------------------
|                                                   | 2005                                                                                 
|CASH
    FLOWS FROM OPERATING ACTIVITIES:          |                                                                                      
|                                                   | Net
    income                                                                       
|                                                   | Adjustments to reconcile net income to net cash provided by operating
    activities:
|                                                   |                                                                                      
|                                                   |                                                                                      
|                                                   |                                                                                      
|                                                   |                                                                                      
|                                                   |                                                                                      
|                                                   |                                                                                      
|                                                   |                                                                                      
|                                                   |                                                                                      
|                                                   |                                                                                      
|                                                   |                                                                                      
|                                                   |                                                                                      
|                                                   |                                                                                      
|CASH
    FLOWS FROM INVESTING ACTIVITIES:          |                                                                                      
|                                                   | Purchases of securities available for sale                                           
|                                                   | Purchases of securities held to maturity                                             
|                                                   | Proceeds from sales of securities available for sale                                 
|                                                   | Proceeds from principal payments, maturities and calls on securities                 
|                                                   | Net
    increase in loans receivable                                                 
|                                                   | Purchase of premises and equipment                                                   
|                                                   |                                                                                      
|                                                   |                                                                                      
|CASH
    FLOWS FROM FINANCING ACTIVITIES:          |                                                                                      
|                                                   | Net
    increase in deposits                                                         
|                                                   | Net
    increase (decrease) in short-term borrowings                                 
|                                                   | Proceeds from securities sold under agreement to repurchase                          
|                                                   | Repayment of securities sold under agreement to repurchase                           
|                                                   | Proceeds from stock offering                                                         
|                                                   | Payment of stock offering costs                                                      
|                                                   |                                                                                      
|NET
    DECREASE IN CASH AND CASH EQUIVALENTS      |                                                                                      
|CASH
    AND CASH EQUIVALENTS, BEGINNING OF PERIOD | $                                                                                    
|CASH
    AND CASH EQUIVALENTS, END OF PERIOD       | $                                                                                    
|Supplemental disclosure of cash flow information:  |                                                                                      
|                                                   | Cash
    paid for interest                                                           
|                                                   | Cash
    paid for income taxes                                                       



See accompanying notes to the consolidated financial statements.

6





GREAT LAKES BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements (Unaudited)

(1.)     BASIS OF PRESENTATION

The accompanying March 31, 2005 consolidated financial
statements include the accounts of Great Lakes Bancorp, Inc. (the "Company") and
its wholly owned subsidiary, Greater Buffalo Savings Bank (the "Bank") after
elimination of all material intercompany accounts and transactions. These
consolidated statements have been prepared in accordance with U.S. generally
accepted accounting principles for interim consolidated financial information
and with the instructions for Form 10-QSB. Accordingly, they do not include all
of the information and footnotes required by U.S. generally accepted accounting
principles for complete consolidated financial statements. The preparation of
financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
considered necessary for a fair presentation have been included. Operating
results for the three-month period ended March 31, 2005 (unaudited) are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2005. Certain amounts in the consolidated financial statements for
the three-month period ended March 31, 2004 have been reclassified to conform to
the consolidated financial statement presentation for the three-month period
ended March 31, 2005.

The organization and business of the Company, accounting
policies followed by the Company and other information are contained in the
notes to the consolidated financial statements filed as part of the Company's
2004 annual report on Form 10-KSB. This quarterly report should be read in
conjunction with such annual report.

(2.)     STOCK OPTIONS

The Company maintains a stock benefit plan under which fixed
award stock options may be granted to employees, officers and directors.
Statement of Financial Accounting Standards ("SFAS") No. 123, Accounting for
Stock-Based Compensation, encourages all entities to adopt a fair value
based method of accounting for employee stock compensation plans, whereby
compensation cost is measured at the grant date based on the value of the award
and is recognized over the service period, which is usually the vesting period.
However, it also allows an entity to continue to measure compensation cost for
those plans using the intrinsic value based method of accounting prescribed by
Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock
Issued to Employees, whereby compensation cost is the excess, if any, of the
quoted market price of the stock at the grant date (or other measurement date)
over the amount an employee must pay to acquire the stock. Stock options issued
under the Company's stock option plan have no intrinsic value at the grant date,
and under Opinion No. 25 no compensation cost is recognized.

In December 2004, the FASB issued Statement No. 123 (revised
2004), "Share-Based Payment" ("SFAS No. 123(R)"), which requires the cost
resulting from stock options be measured at fair value and recognized in
earnings. This Statement replaces Statement No. 123, "Accounting for
Stock-Based Compensation" and supersedes Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees,"which permitted the
recognition of compensation expense using the intrinsic value method. SFAS No. 123(R)
will be effective July 1, 2005. We estimate that the impact of adoption of SFAS No. 123(R)
will approximate the impact of the adjustments made to determine pro forma net
income and pro forma earnings per share under Statement No. 123. The Company
plans to adopt SFAS No. 123(R) on January 1, 2006 using the modified-prospective
method.

7





Had the Company determined compensation expense related to
stock option grants based on the fair value method under SFAS No. 123, the
Company's net income would have been reduced to the pro forma amounts indicated
below. These amounts may not be representative of the effects on reported net
income for future years due to changes in market conditions and the number of
options outstanding:



|                                      | Three months ended March 31,
|------------------------------------- | ----------------------------
|                                      | 2005                        
|                                      | (Dollars in thousands)      
|Net income:                           |                             
|                                      | As
    reported             
|                                      |                             
|                                      |                             
|                                      | Proforma                    
|Basic and diluted earnings per share: |                             
|                                      | As
    reported             
|                                      | Proforma                    

No compensation expense was recorded in the three-month
periods ended March 31, 2005 or 2004 for stock options granted to employees,
officers or directors.

(3.)     EARNINGS PER SHARE

In accordance with Statement of Financial Accounting
Standards No. 128, "Earnings Per Share", the Company is required to report basic
and diluted earnings per share. Basic and diluted earnings per common share are
based upon the weighted average number of common shares outstanding during the
periods presented. As of March 31, 2005 and March 31, 2004, all outstanding
stock options have not been considered common stock equivalents because their
assumed exercise would be anti-dilutive due to the stock option exercise price
being equal to or greater than the fair value of the Company stock. Options to
purchase 185,390 and 186,240 shares of common stock at prices in excess of the
fair value of the Company were outstanding at March 31, 2005 and 2004,
respectively, but not included in the computation of diluted EPS.

(4.)     SECURITIES SOLD UNDER AGREEMENT TO REPURCHASE

Total securities sold under agreement to repurchase were
$109.0 and $119.0 million at March 31, 2005 and December 31, 2004, respectively.
Proceeds from repurchase agreements were $139.0 million with repayments of
$149.0 million. The following is a summary of the amounts, weighted average
rates and remaining maturities of repurchase agreements at the dates indicated:

|                            |                        |                                 | Repurchase Agreements
|--------------------------- | ---------------------- | ------------------------------- | ---------------------
|                            |                        |                                 | March 31,            
|                            |                        |                                 | 2005                 
|                            |                        |                                 |                      
|                            |                        |                                 |                      
|                            |                        |                                 |                      
|Repurchase agreements, due: |                        | (Dollars in thousands)         
|                            |                        |                                 |                      
|                            | Within three months    |                                 |                      
|                            | Three to six months    |                                 |                      
|                            | Six months to one year |                                 |                      
|                            | One to two years       |                                 |                      
|                            | Over two years (1)     |                                 |                      
|                            |                        | Total repurchase
    agreements |                      

(1)



8



ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

The following discussion highlights the significant factors
affecting Great Lakes Bancorp, Inc.'s (the "Company") and its wholly owned
subsidiary, Greater Buffalo Savings Bank's (the "Bank") consolidated financial
condition as of March 31, 2005 and the consolidated results of operations for
the three months ended March 31, 2005 compared to the same period in 2004. The
discussion should be read in conjunction with the consolidated financial
statements and related notes appearing elsewhere within this report.

Forward-Looking Statements

When used or incorporated by reference, the words
"anticipate", "estimate", "expect", "believes", "project", "target", "goal", and
other similar expressions are intended to identify forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933. Such
forward-looking statements are subject to certain risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, estimated, expected or projected. Readers are
cautioned not to place undue reliance on these forward-looking statements, as
they reflect management's analysis only as of the date of this report. The
Company expressly disclaims any obligation or undertaking to publicly release
any updates or revisions to any forward-looking statement contained herein to
reflect any change in the Company's expectation with regard thereto or any
change in events, conditions or circumstances on which any such statement is
based.

Many of the comparisons of financial data from period to
period presented in the following discussion have been rounded from actual
values reported in the financial statements. The percentage changes presented
herein are based on a comparison of the actual values recorded in the financial
statements, not the rounded values.

Critical Accounting Policies

Our management is required to evaluate and disclose those
accounting policies that are judged to be critical, which are those most
important to the portrayal of our financial condition and results of operations,
and that require management's most subjective and complex judgments. Our
management considers the accounting policies relating to the provision for loan
losses and related allowance for loan losses and the determination of the
deferred tax asset to be critical accounting policies.

Overview of Operations

Total assets increased $47.2 million or 6.7%, to $748.7
million at March 31, 2005 from $701.5 million at December 31, 2004. This
increase was primarily attributed to the continued growth of the investment and
loan portfolios, partially offset by a decrease in cash and cash equivalents.
Growth in total assets was funded by new deposit accounts, partially offset by
repayments of borrowings.

The Company's net income was $421 thousand for the quarter
ended March 31, 2005 (the "2005 first quarter"), compared to $659 thousand for
the quarter ended March 31, 2004 (the "2004 first quarter"). Earnings per share
for the 2005 and 2004 first quarters was $0.11 and $0.30, respectively. Total
interest and noninterest income increased 66.6% from $5.0 million during the
three months ended March 31, 2004 to $8.3 million during the three months ended
March 31, 2005. Interest expense, noninterest expense and the provision for loan
losses increased 96.0% from $3.9 million to $7.7 million during the same periods
as the Bank continues to expand its infrastructure and branch network.

Discussion of Financial Condition Changes from December 31,
2004 to March 31, 2005

Cash and Cash Equivalents

Cash and cash equivalents decreased from $30.0 million at
December 31, 2004 to $21.9 million at March 31, 2005. Daily cash levels may show
significant fluctuations due to a variety of operating factors. Most
significantly, the timing of deposit inflows, normal inflows and outflows in
transaction accounts, short-term borrowings, loan closings and securities
purchases may cause short-term swings in cash balances; however management
attempts to invest all excess cash in longer lived assets as quickly as
possible.

9





Securities

Securities classified as available for sale are investments
that may be sold in response to changing market and interest rate conditions or
for other business purposes. Activity in this portfolio is undertaken primarily
to manage liquidity and interest rate risk and to take advantage of market
conditions that create economically more attractive returns. The securities
available for sale portfolio increased $26.5 million or 7.9%, from $337.5
million at December 31, 2004 to $364.0 million at March 31, 2005. Purchases and
sales of available for sale securities totaled $61.7 million and $13.4 million,
respectively, during the first three months of 2005. The available for sale
portfolio had net unrealized losses of $6.3 million and $3.6 million at March
31, 2005 and December 31, 2004, respectively.

Securities classified as held to maturity are carried at
amortized cost when the Company has the positive intent and ability to hold such
securities to maturity. The securities held to maturity portfolio increased $8.9
million from $7.1 million at December 31, 2004 to $16.0 million at March 31,
2005. Purchases of held to maturity securities totaled $8.9 million during the
first three months of 2005. There were no sales during this period. The held to
maturity portfolio had net unrealized losses of $403 thousand and $39 thousand
at March 31, 2005 and December 31, 2004, respectively. The securities held to
maturity purchased during 2005 were comprised entirely of tax-exempt municipal
bonds. The Company continues to grow this portion of the securities portfolio as
a means of reducing its taxable income.

The following table sets forth the amortized cost and fair
values of the available for sale and held to maturity portfolios at the dates
indicated:

|                               |                                         |  | Securities Portfolio by Type
|------------------------------ | --------------------------------------- |  | ----------------------------
|                               |                                         |  | March 31,                   
|                               |                                         |  | 2005                        
|                               |                                         |  |                             
|                               |                                         |  |                             
|                               |                                         |  |                             
|                               |                                         |  |                             
|                               |                                         |  |                             
|Securities available for sale: |                                         |  |                             
|U.S. government agencies       |                                         |  |                             
|Mortgage-backed securities     |                                         |  |                             
|Other                          |                                         |  |                             
|                               | Total securities
    available for sale |  |                             
|                               |                                         |  |                             
|Securities held to maturity:   |                                         |  |                             
|Municipal bonds                |                                         |  |                             
|Other                          |                                         |  |                             
|                               | Total securities
    held to maturity   |  |                             
|                               |                                         |  |                             

Management evaluates securities for other-than-temporary
impairment at least on a quarterly basis, and more frequently when economic or
market concerns warrant such evaluation. Consideration is given to (1) the
length of time and the extent to which the fair value has been less than cost,
(2) the financial condition and near-term prospects of the issuer, and (3) the
intent and ability of the Company to retain its investment in the issuer for a
period of time sufficient to allow for any anticipated recovery in fair value.

The fair value of temporarily impaired securities totaled
$363.7 million and $284.3 million with gross unrealized losses of $6.7 million
and $3.9 million at March 31, 2005 and December 31, 2004, respectively.
Securities with a fair value of $47.5 million and $30.7 million with gross
unrealized losses of $1.5 million and $833 thousand at March 31, 2005 and
December 31, 2004, respectively, were in a continuous unrealized loss position
for twelve months or longer. The unrealized losses at these dates were caused by
increases in market yields subsequent to purchase. There were no debt securities
past due or securities for which the Company currently believes it is not
probable that it will collect all amounts due according to the contractual terms
of the security. The Company has the ability to hold securities with unrealized
losses until a market price recovery (which, for debt securities may be until
maturity). As a result, the Company does not consider these securities to be
other-than-temporarily impaired at March 31, 2005.

10



Loans

During the first three months of 2005, net loans receivable
increased $18.2 million or 6.2%, from $292.6 million at December 31, 2004 to
$310.9 million at March 31, 2005. The following table sets forth the composition
of the Bank's loan portfolio by category of loan at the dates indicated:

|                                     |                      |                        | Loan Portfolio by Category
|------------------------------------ | -------------------- | ---------------------- | --------------------------
|                                     |                      |                        | March 31,                 
|                                     |                      |                        | 2005                      
|                                     |                      |                        |                           
|                                     |                      |                        |                           
|                                     |                      |                        |                           
|                                     |                      | (Dollars in thousands)
|Mortgage loans:                      |                      |                        |                           
|                                     | Residential          |                        |                           
|                                     | Home equity          |                        |                           
|                                     | Commercial           |                        |                           
|                                     | Construction         |                        |                           
|                                     |                      | Total mortgage loans   |                           
|Commercial loans                     |                      |                        |                           
|Consumer loans(1)                    |                      |                        |                           
|                                     |                      | Total loans            |                           
|Allowance for loan losses            |                      |                        |                           
|Deferred loan origination costs, net |                      |                        |                           
|                                     | Total
    loans, net |                        |                           

(1)

Allowance for Loan Losses

The allowance for loan losses at March 31, 2005 of $2.4
million equaled 0.76% of total loans outstanding and 240.4% of non-performing
loans. The allowance for loan losses at December 31, 2004 of $2.1 million
equaled 0.72% of total loans outstanding and 347.8% of non-performing loans. The
increase in the allowance for loan losses as a percentage of total loans is
attributable to an increase in loans classified as substandard. Loans totaling
$1.3 million were classified as substandard at March 31, 2005 compared to $740
thousand at December 31, 2004.

Deposits

Deposits at March 31, 2005 totaled $588.7 million, an 11.1%
increase over the December 31, 2004 balance of $530.1 million. The following
table sets forth the distribution of the Company's deposits by type at the dates
indicated:

|                                    |  |                        | Deposit Composition by Type
|----------------------------------- |  | ---------------------- | ---------------------------
|                                    |  |                        | March 31,                  
|                                    |  |                        | 2005                       
|                                    |  |                        |                            
|                                    |  |                        |                            
|                                    |  |                        |                            
|                                    |  | (Dollars in thousands)
|                                    |  |                        |                            
|                                    |  |                        |                            
|NOW accounts                        |  |                        |                            
|Noninterest-bearing demand accounts |  |                        |                            
|Money market                        |  |                        |                            
|Savings                             |  |                        |                            
|Time deposits < $100,000            |  |                        |                            
|Time deposits of $100,000 or more   |  |                        |                            
|                                    |  |                        |                            
|                                    |  |                        |                            

11



During the first quarter of 2005, a $35.1 million deposit was
received from one customer, which the Company considers to be short-term in
nature. These funds were deposited in money market accounts at March 31, 2005.
Time deposits totaled $189.3 million, a 17.3% increase over the December 31,
2004 balance of $161.4 million. The Bank attracted additional time deposits
through competitive interest rate pricing and aggressive marketing within its
market area.

Discussion of Results of Operations for the Three Months Ended March 31, 2005
and 2004

Net Interest Income

Net interest income is the difference between income earned
on interest-earning assets and the interest expense incurred on interest-bearing
liabilities. Net interest income is one of the major determining factors in the
Bank's performance as it is the principal source of revenue and earnings. The
interest income on certain investment securities is not subject to Federal
income tax and has been adjusted to a "fully taxable equivalent" or FTE basis.
The FTE adjustment was calculated using Great Lakes Bancorp's statutory Federal
income tax rate of 34%. Adjusted interest income is as follows:

|                                     | Three months ended March 31,
|------------------------------------ | ----------------------------
|                                     | 2005                        
|                                     | (Dollars in thousands)      
|                                     |                             
|Interest income                      | $                           
|FTE adjustment                       |                             
|Interest income
    on FTE basis     |                             
|Interest expense                     |                             
|Net interest
    income on FTE basis | $                           

For the three month period ended March 31, 2005, net interest
income on an FTE basis increased $849 thousand, or 30.0% to $3.7 million
compared to $2.8 million for the three months ended March 31, 2004, primarily as
a result of increases in average interest-earning assets.

The net interest spread is the difference between the average
rates earned on interest-earning assets and the average rates owed on
interest-bearing liabilities. The net interest margin represents net interest
income divided by average earning assets. Since a portion of the Company's
funding is derived from interest-free sources, primarily demand deposits, other
liabilities and stockholders' equity, the effective rate paid for all funding
sources is lower than the rate paid on interest-bearing liabilities alone.

The interest rate spread decreased 79 basis points to 2.07%
in the first quarter of 2005 from 2.86% in the first quarter of 2004. The net
interest margin was 2.17% in the first quarter of 2005, a decrease of 80 basis
points from 2.97% in the first quarter of 2004.

The yield on average interest-earning assets declined 22
basis points during the first quarter of 2005, compared to the first quarter of
2004. The Bank's inability to grow its loan portfolio as rapidly as its deposit
base contributed to a shift from higher yielding loans to lower yielding
investments as a percentage of total interest-earning assets during the three
month periods, as the Bank invested additional cash generated from new deposits
in investment securities. In addition, the Bank entered into an earnings
enhancement strategy in order to effectively utilize existing capital and to
take advantage of the spread between the rates earned on investment securities
and the rates paid for repurchase agreements. The net interest margin was also
affected by the purchase of bank owned life insurance ("BOLI") during the fourth
quarter of 2004. The investment in BOLI, which would have otherwise been
invested in securities, is not reflected in interest-earning assets (seeNoninterest Income).

The rate paid on interest-bearing liabilities increased 57
basis points during the first quarter of 2005, compared to the same period a
year ago. The increase was driven by higher rates paid on savings accounts and
time deposits, attributable to recent actions by the Federal Reserve Board to
increase the Fed Funds rate, Bank initiatives to attract deposits and the
expansion of the branch network.

For the three months ended March 31, 2005, total interest
income increased by $3.2 million or 69.6% to $7.9 million compared to $4.7
million for the three months ended March 31, 2004. This increase resulted
primarily from a $303.0 million, or 79.1% increase in average interest-earning
assets to $686.0 million for the three months ended March 31, 2005, from $383.0 million for the three months ended March 31,
2004. The rate on average interest-earning assets decreased to 4.67% for the
three months ended March 31, 2005 from 4.89% for the same period last year.

12



Interest income on loans receivable increased by $802
thousand to $4.0 million for the three months ended March 31, 2005 compared to
$3.2 million during the same period last year. This increase resulted primarily
from a $64.6 million increase in average loans outstanding to $303.8 million for
the three months ended March 31, 2005 from $239.2 million for the same period
last year. The

Interest income on securities increased $2.3 million, or
155.6% to $3.8 million for the three months ended March 31, 2005 from $1.5
million for the three months ended March 31, 2004. This increase resulted
primarily from a $217.5 million increase in average securities to $357.5 million
during the three months ended March 31, 2005 from $140.0 million for the same
period last year. The rate on average securities was 4.23% for both three month
periods.

Interest income on interest-bearing deposits increased $108
thousand to $116 thousand for the three months ended March 31, 2005 from $8
thousand for the three months ended March 31, 2004. This increase resulted from
an $18.9 million increase in average interest-bearing deposits to $21.1 million
during the three months ended March 31, 2005 from $2.2 million for the same
period last year, combined with an increase in the average rate earned on these
assets over the same period from 1.40% to 2.22%.

For the three months ended March 31, 2005, total interest
expense increased by $2.4 million or 130.8% to $4.2 million compared to $1.8
million for the three months ended March 31, 2004. This increase resulted
primarily from a $296.7 million, or 81.6% increase in average interest-bearing
liabilities to $660.4 million for the three months ended March 31, 2005, from
$363.7 million for the three months ended March 31, 2004. The rate paid on
average interest-bearing liabilities increased to 2.60% for the three months
ended March 31, 2005 from 2.03% for the same period last year.

Interest expense on deposits, the most significant portion of
interest-bearing liabilities, increased by $1.5 million, or 87.2% to $3.3
million for the three months ended March 31, 2005 from $1.8 million for the
comparable period last year. The average rate paid on these deposits increased
to 2.53% for the three months ended March 31, 2005 from 2.00% for the three
months ended March 31, 2004. The increase in the average rate during this period
was primarily due to certificates of deposits repricing at higher market rates
and an upward adjustment of the rates paid on savings account. Management prices
its deposit liabilities based on various factors, such as the interest rate
environment, market conditions and local competition.

Interest expense on borrowings, comprised of short-term and
long-term borrowings, repurchase agreements and subordinated debentures,
increased by $845 thousand from $53 thousand for the three months ended March
31, 2004 to $898 thousand for the comparable period last year. The rate paid on
average borrowings decreased to 2.85% for the three months ended March 31, 2005
from 4.15% for the same period last year.

Noninterest Income

Noninterest income increased $104 thousand to $414 thousand
for the three-month period ended March 31, 2005 compared to $310 thousand for
the same period last year. The net increase was primarily the result of a
decrease in gains realized from the sale of securities of $65 thousand from $184
to $119 thousand combined with an increase in the cash surrender value of bank
owned life insurance of $124 thousand over the same three-month period.

Provision for Loan Losses

Provisions for losses in the portfolio are charged to
earnings in an amount sufficient, in management's judgment, to cover probable
losses based upon the inherent risk in the Bank's loan portfolio, current
economic conditions and historical trends. The provision for loan losses was
$304

13





Noninterest Expense

Noninterest expense increased $1.0 million, or 49.0% to $3.2
million for the three months ended March 31, 2005 compared to $2.2 million for
the three months ended March 31, 2004, primarily due to an increase in salaries
and benefits and additional depreciation expense attributed to the development
of the Bank's infrastructure and branch locations. Salaries and employee
benefits increased $587 thousand or 55.1% as the number of full-time equivalent
employees increased from 104 to 148 at March 31, 2004 and 2005, respectively.
Occupancy, equipment and furnishings expense increased 88.4% from $302 thousand
to $569 thousand between the three months ended March 31, 2004 and 2005,
respectively.

Provision for Income Taxes

The Company's provision for income taxes was $119 thousand
for the three months ended March 31, 2005 compared to $395 thousand for the
three months ended March 31, 2004. The effective tax rates for the three months
ended March 31, 2005 and 2004 were 22.0% and 37.5%, respectively. Effective tax
rates are impacted by items of income and expense that are not subject to
federal or state taxation. The Company's income tax provision reflects the
impact of these items, which include interest income from tax-exempt securities,
earnings on bank owned life insurance and the impact on taxable income of
certain state tax credits.

14





Average Balance Sheets with Resultant Interest and Rates

The following table sets forth information regarding the
consolidated average balance sheets, along with the total dollar amounts of
interest income and interest expense and the weighted-average interest rates for
the periods presented. Average balances are calculated on a daily basis.
Non-performing loans are included in the average balances for the periods
presented. The allowance for loan losses is excluded from the average loan
balances.

|                                            | Three Months Ended March 31,                  
|------------------------------------------- | ----------------------------------------------
|                                            | 2005                                          
|                                            | Average                                       
|                                            | Balance                                       
|                                            | (Dollars in thousands)                        
|INTEREST-EARNING ASSETS:                    |                                               
|                                            | Interest-bearing deposits                     
|                                            | Investment securities(1)                      
|                                            | FHLB Stock                                    
|                                            | Loans(2)                                      
|                                            | Total
    interest-earning assets             
|Noninterest-earning assets                  |                                               
|                                            | Total assets                                  
|                                            |                                               
|INTEREST-BEARING LIABILITIES:               |                                               
|Deposits:                                   |                                               
|                                            | NOW accounts                                  
|                                            | Savings                                       
|                                            | Money market                                  
|                                            | Certificates of deposit                       
|                                            | Total deposits                                
|Short-term borrowings                       |                                               
|Repurchase agreements                       |                                               
|Long-term borrowings                        |                                               
|Subordinated debentures                     |                                               
|                                            | Total
    interest-bearing liabilities        
|Noninterest-bearing liabilities             |                                               
|Shareholders' equity                        |                                               
|                                            | Total liabilities
    and shareholders' equity
|Net
    interest income (FTE)               |                                               
|Interest rate spread (FTE)                  |                                               
|Net
    interest margin (FTE)(3)            |                                               
|Ratio of average interest-earning assets to |                                               
|                                            | average interest-bearing liabilities          

| |     |                                                                                                                                                                                                     
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | The interest on tax-exempt securities is
  calculated on a tax equivalent basis assuming a federal tax rate of 34%. The
  average balance of the securities is based upon amortized historical cost.
| | (2) | Fees in the amount of $35 and $33 thousand are
  included in interest and fees on loans for the three months ended March 31,
  2005 and 2004, respectively.                                         
| | (3) | Net interest margin represents net interest
  income as a percentage of average interest-earning assets.                                                                                            

15

Liquidity and Capital Resources

The Bank's primary sources of funds are customer deposits,
short-term borrowings and proceeds from principal and interest payments on
loans, mortgage-backed securities and investment securities. While maturities
and scheduled amortization of loans and mortgage-backed securities are a
predictable source of funds, deposit flows and mortgage prepayments are
influenced by the general level of interest rates, economic conditions and
competition. In general, as interest rates rise, we expect to realize a
reduction in cash flows from mortgage prepayments and principal paydowns on our
mortgage-backed securities.
The overall asset/liability strategy of the Bank takes into
account the need to maintain adequate liquidity to fund asset growth and deposit
runoff. Management monitors the Bank's liquidity position daily in conjunction
with the Federal Reserve position monitoring. The Bank may borrow funds from the
Federal Home Loan Bank of New York on a short or long-term basis. It may sell or
pledge investment securities to create additional liquidity. Since its inception
in November 1999, the Bank's rapidly increasing core deposit base has provided
its most significant source of funds. During the first three months of 2005, the
Bank's deposits increased 11.1% from $530.1 million to $588.7 million. However,
short-term borrowings from the Federal Home Loan Bank have been used
occasionally to offset fluctuations in deposit inflows and outflows and to
manage liquidity needs at competitive rates.
The Bank is required to maintain specific amounts of capital
pursuant to FDIC regulations. As of March 31, 2005, the Bank was in compliance
with all regulatory capital requirements that were effective as of such date,
with a total risk-based capital to risk-weighted assets ratio of 14.92%, a Tier
1 risk-based capital to risk-weighted assets ratio of 14.25% and a leverage
ratio of 7.06%. These ratios greatly exceed the minimum capital ratios as
required by federal and state regulations.
ITEM 3. - CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures

The Company carried out an evaluation, 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 design and operation our "disclosure controls and
procedures" (as defined in Rule 13a-15(e) under the Securities Exchange Act of
1934, as amended). Based on that evaluation, the CEO and CFO have concluded
that, as of the date of this report, the Company's disclosure controls and
procedures are effective to ensure that material information relating to the
Company and its consolidated subsidiaries is recorded, processed, summarized and
reported in a timely manner. Management will continue to review this matter with
particular emphasis on the documentation of the Company's disclosure controls
and procedures.
Changes in internal control over financial reporting

There has been no change in the Company's internal control
over financial reporting that occurred during the last fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
16
PART II. OTHER INFORMATION
ITEM 1. - LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the
Bank or Company is a party, or to which any of their property is subject.
ITEM 6. - EXHIBITS

      (a)    The following exhibits are filed as part of this report.





| | Exhibit # |  |  | Description                                                                                                                                                 
| | --------- |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |           |  |  |                                                                                                                                                             
| | 31.1      |  |  | Certification of the Chief
    Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of
    1934, as amended.      
| |           |  |  |                                                                                                                                                             
| | 31.2      |  |  | Certification of the Chief
    Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of theSecurities Exchange Act
    of 1934, as amended.       
| |           |  |  |                                                                                                                                                             
| | 32.1      |  |  | Certification of the Chief
    Executive Officer Pursuant to 18 U.S.C. Section 1350, asAdopted Pursuant to Section
    906 of the Sarbanes-Oxley Act of 2002
| |           |  |  |                                                                                                                                                             
| | 32.2      |  |  | Certification of the Chief
    Financial Officer Pursuant to 18 U.S.C. Section 1350, asAdopted Pursuant to Section
    906 of the Sarbanes-Oxley Act of 2002
| |           |  |  |                                                                                                                                                             





SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

GREAT LAKES BANCORP, INC.

| |                                                                                                                     |               
| | ------------------------------------------------------------------------------------------------------------------- | --------------
| | /s/ Andrew W. Dorn, Jr.                                                                                             | , May 11, 2005
| | Andrew W. Dorn,
    Jr.
    President & Chief Executive Officer
    (Principal Executive Officer)                   |               
| |                                                                                                                     |               
| |                                                                                                                     |               
| |                                                                                                                     |               
| |                                                                                                                     |               
| |                                                                                                                     |               
| | /s/ Kim S. Destro                                                                                                   | , May 11, 2005
| | Kim S. Destro
    Executive Vice President & Chief Financial Officer
    (Principal Financial & Accounting Officer) |               
| |                                                                                                                     |               
| |                                                                                                                     |               





17