U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



| |             | 
| | ----------- | 
| | Form 10-QSB | 
| |             | 





|(X) |  | QUARTERLY REPORT PURSUANT
    TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                               
|--- |  | --------------------------------------------------------------------------------------------------------------------------
|    |  |                                                                                                                           
|    |  | For the quarterly period endedJune 30, 2005                                                                               
|    |  |                                                                                                                           
|( ) |  | Transition Report Pursuant to
    Section 13 or 15(d) of the Securities Exchange Act of 1934 for the
    transition period
|    |  | 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, par value $.001 per share |  | 3,955,565 shares               | 
| | (Title of Class)                        |  | Outstanding at August 12, 2005 | 







GREAT LAKES BANCORP, INC. AND SUBSIDIARY
Form 10-QSB
For the Quarterly Period Ended June 30, 2005



|TABLE OF CONTENTS |     
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|PART I.           |     
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|ITEM 2.           |     
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|PART II.          |     
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|ITEM 1.           |     
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|ITEM 4.           |     
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|ITEM 6.           |     
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2





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

|                                                                                        | June 30,                                                                             |                                     | December 31,                                  
|--------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------ | ----------------------------------- | ----------------------------------------------
|                                                                                        | 2005                                                                                 |                                     | 2004                                          
|ASSETS                                                                                  |                                                                                      |                                     |                                               
|Cash
    and cash equivalents:                                                          |                                                                                      |                                     |                                               
|                                                                                        | Cash
    and due from banks                                                          | $                                   | 8,065                                         
|                                                                                        | Interest-bearing deposits in other financial institutions                            | 229                                 |                                               
|                                                                                        |                                                                                      | Total
    cash and cash equivalents | 8,294                                         
|Securities available for sale, at fair value                                            | 321,601                                                                              |                                     | 337,539                                       
|Securities held to maturity, at amortized cost (fair value of $15,951 and
    $7,072 at |                                                                                      |                                     |                                               
|                                                                                        | June
    30, 2005 and December 31, 2004, respectively)                               | 16,038                              |                                               
|Federal Home Loan Bank stock, at cost                                                   | 2,659                                                                                |                                     | 3,950                                         
|Loans, net of allowance for loan losses of $2,571 and $2,097, respectively              | 362,666                                                                              |                                     | 292,644                                       
|Premises and equipment, net                                                             | 16,023                                                                               |                                     | 14,285                                        
|Accrued interest receivable                                                             | 3,190                                                                                |                                     | 2,589                                         
|Bank
    owned life insurance, cash surrender value                                     | 12,304                                                                               |                                     | 12,066                                        
|Deferred tax asset, net                                                                 | -                                                                                    |                                     | 238                                           
|Other
    assets                                                                        | 2,228                                                                                |                                     | 1,064                                         
|                                                                                        |                                                                                      |                                     | TOTAL ASSETS                                  
|                                                                                        |                                                                                      |                                     |                                               
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                    |                                                                                      |                                     |                                               
|Deposits:                                                                               |                                                                                      |                                     |                                               
|                                                                                        | Noninterest-bearing                                                                  | $                                   | 23,553                                        
|                                                                                        | Interest-bearing                                                                     | 567,313                             |                                               
|                                                                                        |                                                                                      | Total
    deposits                  | 590,866                                       
|Short-term borrowings                                                                   | 31,400                                                                               |                                     | 30                                            
|Securities sold under agreement to repurchase                                           | 69,000                                                                               |                                     | 119,000                                       
|Subordinated debentures                                                                 | 12,372                                                                               |                                     | 12,372                                        
|Deferred tax liability                                                                  | 71                                                                                   |                                     | -                                             
|Accrued expenses and other liabilities                                                  | 3,136                                                                                |                                     | 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                                                                    | 4,264                               |                                               
|                                                                                        | Accumulated other comprehensive loss, net                                            | (1,532)                             |                                               
|                                                                                        |                                                                                      |                                     | 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 June 30,                   |                                         | Six months ended June 30,       
|--------------------------------------------- | --------------------------------------------- | --------------------------------------- | --------------------------------
|                                              | 2005                                          |                                         | 2004                            
|INTEREST AND DIVIDEND INCOME:                 |                                               |                                         |                                 
|                                              | Interest and fees on loans                    | $                                       | 4,446                           
|                                              | Interest on securities:                       |                                         |                                 
|                                              |                                               | Taxable                                 |                                 
|                                              |                                               | Tax-exempt                              |                                 
|                                              |                                               |                                         | Total interest on
    securities
|                                              | FHLB
    stock                                |                                         | 51                              
|                                              | Other
    interest income                     |                                         | 56                              
|                                              |                                               | TOTAL
    INTEREST AND DIVIDEND INCOME  |                                 
|INTEREST EXPENSE:                             |                                               |                                         |                                 
|                                              | Deposits                                      |                                         | 3,658                           
|                                              | Short-term borrowings                         |                                         | 158                             
|                                              | Securities sold under agreement to repurchase |                                         | 730                             
|                                              | Long-term debt                                |                                         | -                               
|                                              | Subordinated debentures                       |                                         | 181                             
|                                              |                                               | TOTAL
    INTEREST EXPENSE              |                                 
|                                              |                                               | NET
    INTEREST INCOME                 |                                 
|PROVISION FOR LOAN LOSSES                     |                                               | 202                                     |                                 
|                                              |                                               | NET
    INTEREST INCOME AFTER PROVISION |                                 
|                                              |                                               |                                         | FOR
    LOAN LOSSES             
|NONINTEREST INCOME:                           |                                               |                                         |                                 
|                                              | Gain
    (loss) on sale of securities, net    |                                         | 1                               
|                                              | Service charges on deposit accounts           |                                         | 92                              
|                                              | Earnings on bank owned life insurance         |                                         | 115                             
|                                              | Other
    operating income                    |                                         | 113                             
|                                              |                                               | TOTAL
    NONINTEREST INCOME            |                                 
|NONINTEREST EXPENSES:                         |                                               |                                         |                                 
|                                              | Salaries and employee benefits                |                                         | 1,819                           
|                                              | Occupancy, equipment and furnishings          |                                         | 520                             
|                                              | Data
    processing and operations            |                                         | 173                             
|                                              | Advertising                                   |                                         | 184                             
|                                              | Printing, postage and supplies                |                                         | 131                             
|                                              | Professional services                         |                                         | 83                              
|                                              | Other
    operating expenses                  |                                         | 361                             
|                                              |                                               | TOTAL
    NONINTEREST EXPENSES          |                                 
|                                              |                                               | INCOME BEFORE INCOME TAXES              |                                 
|INCOME TAX PROVISION                          |                                               | 153                                     |                                 
|                                              |                                               | NET
    INCOME                          | $                               
|EARNINGS PER SHARE - BASIC AND DILUTED        | $                                             | 0.12                                    |                                 
|Weighted average number of shares outstanding |                                               |                                         |                                 
|                                              | -
    basic and diluted                       |                                         | 3,955,565                       

See accompanying notes to the consolidated financial statements.
4



GREAT LAKES BANCORP, INC. AND SUBSIDIARY 
Consolidated Statements of Changes in Shareholders' Equity (Unaudited)
Six months ended June 30, 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 1,854,675 shares of Common Stock - Voting  |                                                          | 2                                                        |         |    | -          |    |            | 16,690 |              |       | -             |       |               | - |              
|                             | Subscriptions receivable for 13,125 shares of Common   |                                                          |                                                          |         |    |            |    |            |        |              |       |               |       |               |   |              
|                             |                                                        | Stock
    - Voting                                       |                                                          | -*      |    |            | -  |            |        | 119          |       |               | -     |               |   | -            
|                             | Payment of underwriting costs                          |                                                          | -                                                        |         |    | -          |    |            | (72)   |              |       | -             |       |               | - |              
|                             | Issuance of 115,750 shares of Common Stock - Voting in |                                                          |                                                          |         |    |            |    |            |        |              |       |               |       |               |   |              
|                             |                                                        | exchange for 115,750 shares of Common Stock - Non-voting |                                                          | -*      |    |            | -* |            |        | -            |       |               | -     |               |   | -            
|                             | Comprehensive income:                                  |                                                          |                                                          |         |    |            |    |            |        |              |       |               |       |               |   |              
|                             |                                                        | Net
    income                                           |                                                          | -       |    |            | -  |            |        | -            |       |               | 1,285 |               |   | -            
|                             |                                                        | Change in net unrealized gain on securities available    |                                                          |         |    |            |    |            |        |              |       |               |       |               |   |              
|                             |                                                        |                                                          | for sale, net of
    tax and reclassification adjustment |         | -  |            |    | -          |        |              | -     |               |       | -             |   |              
|                             |                                                        | Total
    comprehensive loss                             |                                                          |         |    |            |    |            |        |              |       |               |       |               |   |              
|Balance at June 30, 2004     | $                                                      | 4                                                        |                                                          | $       | -  |            | $  | 35,359     |        | $            | 1,124 |               | $     | (1,747)       |   | $            
|                             |                                                        |                                                          |                                                          |         |    |            |    |            |        |              |       |               |       |               |   |              
|                             |                                                        |                                                          |                                                          |         |    |            |    |            |        |              |       |               |       |               |   |              
|Balance at December 31, 2004 | $                                                      | 4                                                        |                                                          | $       | -  |            | $  | 35,422     |        | $            | 3,378 |               | $     | (2,216)       |   | $            
|                             | Comprehensive income:                                  |                                                          |                                                          |         |    |            |    |            |        |              |       |               |       |               |   |              
|                             |                                                        | Net
    income                                           |                                                          | -       |    |            | -  |            |        | -            |       |               | 886   |               |   | -            
|                             |                                                        | Change in net unrealized loss on securities available    |                                                          |         |    |            |    |            |        |              |       |               |       |               |   |              
|                             |                                                        |                                                          | for sale, net of
    tax and reclassification adjustment |         | -  |            |    | -          |        |              | -     |               |       | -             |   |              
|                             |                                                        | Total
    comprehensive income                           |                                                          |         |    |            |    |            |        |              |       |               |       |               |   |              
|Balance at June 30, 2005     | $                                                      | 4                                                        |                                                          | $       | -  |            | $  | 35,422     |        | $            | 4,264 |               | $     | (1,532)       |   | $            

* 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)

|                                                         | Six months ended June 30,                                                            
|-------------------------------------------------------- | -------------------------------------------------------------------------------------
|                                                         | 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                 
|                                                         | Redemption (purchase) of Federal Home Loan Bank stock                                
|                                                         | Purchase of loans                                                                    
|                                                         | 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 issuance of subordinated debentures, net of costs                      
|                                                         | Repayment of long-term debt                                                          
|                                                         | Proceeds from stock offering                                                         
|                                                         | Payment of stock offering costs                                                      
|                                                         |                                                                                      
|NET
    (DECREASE) INCREASE 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 June 30, 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 and six-month periods ended
June 30, 2005 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 and six-month periods ended June 30, 2004
have been reclassified to conform to the consolidated financial statement
presentation for the three and six-month periods ended June 30, 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 Financial Accounting Standards Board ("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 June 30, |                                                    | Six months ended June 30,
|------------------------------------- | --------------------------- | -------------------------------------------------- | -------------------------
|                                      | 2005                        |                                                    | 2004                     
|                                      | (Dollars in thousands)     
|Net income:                           |                             |                                                    |                          
|                                      | As
    reported             | $                                                  | 465                      
|                                      |                             | Total stock-based
    employee compensation        |                          
|                                      |                             | expense
    determined under the fair value method |                          
|                                      |                             | for all awards,
    net of related tax effects     |                          
|                                      | Proforma                    | $                                                  | 436                      
|                                      |                             |                                                    |                          
|Basic and diluted earnings per share: |                             |                                                    |                          
|                                      | As
    reported             | $                                                  | 0.12                     
|                                      | Proforma                    | $                                                  | 0.11                     

No compensation expense was recorded in the three or
six-month periods ended June 30, 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 June 30, 2005 and 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 186,790 shares of common stock at prices in excess of the fair value of the
Company were outstanding at June 30, 2005 and 2004, respectively, but not
included in the computation of diluted EPS.

(4.)     LOANS AND ALLOWANCE FOR LOAN LOSSES

The following table sets forth the composition of the loan
portfolio by category of loan at the dates indicated:

|                                     |                      |                        | June 30, 2005 |  | December 31, 2004
|------------------------------------ | -------------------- | ---------------------- | ------------- |  | -----------------
|                                     |                      |                        |               |  | Amount           
|                                     |                      |                        |               |  |                  
|                                     |                      | (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)

8

The table below sets forth the amounts and categories of the
Bank's non-performing assets at the dates indicated. At each date presented,
there were no troubled debt restructurings (which involve forgiving a portion of
interest or principal or making loans at rates significantly less than current
market rates). Additionally, as of the dates indicated, there were no loans
categorized as impaired.

|                                                      | June 30,               |      | December 31,
|----------------------------------------------------- | ---------------------- | ---- | ------------
|                                                      | 2005                   |      | 2004        
|                                                      | (Dollars in thousands)
|Non-accrual loans                                     | $                      | 321  |             
|Accruing loans contractually past due 90 days or more |                        | -    |             
|Total non-performing loans                            |                        | 321  |             
|                                                      |                        |      |             
|Foreclosed assets                                     |                        | 159  |             
|                                                      |                        |      |             
|Total non-performing assets                           | $                      | 480  |             
|                                                      |                        |      |             
|Ratios:                                               |                        |      |             
|Non-performing loans to total net loans               |                        | 0.09 | %           
|Non-performing assets to total net loans              |                        | 0.13 | %           

An analysis of the allowance for loan losses for the periods ended June 30,
2005 and June 30, 2004 is presented below:

|                           |                                                |  |  | For the Six Months Ended,
|-------------------------- | ---------------------------------------------- |  |  | -------------------------
|                           |                                                |  |  | June 30,                 
|                           |                                                |  |  | 2005                     
|                           |                                                |  |  | (Dollars in thousands)   
|Balance, beginning of year |                                                |  |  | $                        
|                           | Loans charged-off                              |  |  |                          
|                           | Recoveries of
    loans previously charged-off |  |  |                          
|                           | Provision charged
    to expense               |  |  |                          
|Balance, end of period     |                                                |  |  | $                        

(5.)     DEPOSITS

A summary of the carrying value of deposits, rates and
maturities of certificates of deposits at June 30, 2005 and
December 31, 2004 are as follows:

|                              | June 30, 2005           |                                    | December 31, 2004
|----------------------------- | ----------------------- | ---------------------------------- | -----------------
|                              | Amount                  |                                    | Rate             
|                              | (Dollars in thousands) 
|Noninterest-bearing checking  | $                       | 23,553                             |                  
|Interest-bearing checking     |                         | 52,228                             |                  
|Savings                       |                         | 272,925                            |                  
|                              |                         | Total core
    deposits            |                  
|                              |                         |                                    |                  
|Certificates of deposit, due: |                         |                                    |                  
|                              | Within one year         |                                    | 112,744          
|                              | One
    to two years    |                                    | 67,565           
|                              | Two
    to three years  |                                    | 45,481           
|                              | Three
    to five years |                                    | 16,330           
|                              | Thereafter              |                                    | 40               
|                              |                         | Total
    certificates of deposits |                  
|                              |                         | Total deposits                     | $                

9



(6.)     SECURITIES SOLD UNDER AGREEMENT TO REPURCHASE

Total securities sold under agreement to repurchase were
$69.0 and $119.0 million at June 30, 2005 and December 31, 2004, respectively.
Proceeds from repurchase agreements were $139.0 million with repayments of
$189.0 million during the six month period ended June 30, 2005. The following is
a summary of the amounts, weighted average rates and remaining maturities of
repurchase agreements at the dates indicated:

|                            |                        |                                 | June 30, |  | December 31,
|--------------------------- | ---------------------- | ------------------------------- | -------- |  | ------------
|                            |                        |                                 | 2005     |  | 2004        
|                            |                        |                                 |          |  |             
|                            |                        |                                 |          |  | Amount      
|                            |                        |                                 |          |  |             
|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)















10

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 June 30, 2005 and the consolidated results of operations for the
three and six month periods ended June 30, 2005 compared to the same periods 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
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 financial condition and results of operations, and
that require management's most subjective and complex judgments. 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 or liability to be critical accounting policies.
Overview of Operations
Total assets increased $43.5 million or 6.2%, to $745.0
million at June 30, 2005 from $701.5 million at December 31, 2004. This increase
was primarily attributed to the continued growth of the loan portfolios,
partially offset by decreases in cash and investment securities. Growth in total
assets was funded by new deposit accounts, partially offset by repayments of
borrowings.
Second Quarter Results. The Company's net income was
$465 thousand for the quarter ended June 30, 2005, compared to $626 thousand for
the quarter ended June 30, 2004. Earnings per share for the 2005 and 2004 second
quarters was $0.12 and $0.16, respectively.
Year-to-Date Results. The Company's net income was
$886 thousand for the six months ended June 30, 2005, compared to $1.3 million
for the same period last year. Earnings per share for the 2005 and 2004 six
month periods was $0.22 and $0.42, respectively.


11

Discussion of Financial Condition Changes from December 31,
2004 to June 30, 2005
Cash and Cash Equivalents
Cash and cash equivalents decreased from $30.0 million at
December 31, 2004 to $8.3 million at June 30, 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.
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 decreased $15.9 million or 4.7%, from $337.5
million at December 31, 2004 to $321.6 million at June 30, 2005. Purchases,
sales and principal paydowns of available for sale securities totaled $63.8
million, $42.0 million and $37.9 million, respectively, during the first six
months of 2005. The available for sale portfolio had net unrealized losses of
$2.5 million and $3.6 million at June 30, 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 June 30,
2005. Purchases of held to maturity securities totaled $8.9 million during the
first six months of 2005. There were no sales during this period. The held to
maturity portfolio had net unrealized losses of $87 thousand and $39 thousand at
June 30, 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
|------------------------------ | --------------------------------------- |  | ----------------------------
|                               |                                         |  | June 30, 2005               
|                               |                                         |  |                             
|                               |                                         |  |                             
|                               |                                         |  |                             
|                               |                                         |  |                             
|Securities available for sale: |                                         |  |                             
|U.S. government agencies       |                                         |  |                             
|Mortgage-backed securities     |                                         |  |                             
|Municipal bonds                |                                         |  |                             
|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.

12



The fair value of temporarily impaired securities totaled
$265.7 million and $284.3 million with gross unrealized losses of $2.9 million
and $3.9 million at June 30, 2005 and December 31, 2004, respectively.
Securities with a fair value of $53.2 million and $30.7 million with gross
unrealized losses of $777 thousand and $833 thousand at June 30, 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 June 30, 2005.

Loans
During the first six months of 2005, net loans receivable
increased $70.1 million or 23.9%, from $292.6 million at December 31, 2004 to
$362.7 million at June 30, 2005. Loans totaling $28.4 million were purchased
during the second quarter as the Bank continues to grow the portfolio and
increase loans as a percentage of interest-earning assets.

Allowance for Loan Losses
The allowance for loan losses at June 30, 2005 of $2.6
million equaled 0.70% of total net loans outstanding, compared to an allowance
of $2.1 million at December 31, 2004, which equaled 0.71% of total net loans
outstanding. Loans classified as substandard totaled $1.0 million and $740
thousand at June 30, 2005 and December 31, 2004, respectively.

Deposits
Deposits at June 30, 2005 totaled $590.9 million, an 11.5%
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
|----------------------------------- |  | ---------------------- | ---------------------------
|                                    |  |                        | June 30, 2005              
|                                    |  |                        |                            
|                                    |  |                        |                            
|                                    |  |                        |                            
|                                    |  | (Dollars in thousands)
|NOW accounts                        |  |                        |                            
|Noninterest-bearing demand accounts |  |                        |                            
|Money market                        |  |                        |                            
|Savings                             |  |                        |                            
|Time deposits < $100,000            |  |                        |                            
|Time deposits of $100,000 or more   |  |                        |                            
|                                    |  |                        |                            

Time deposits totaled $242.2 million, a 50.0% increase over
the December 31, 2004 balance of $161.4 million. The Bank attracted additional
time deposits through competitive interest rate pricing as customers were
willing to invest in maturity deposits due to the rising rate environment.

Short-term Borrowings
At June 30, 2005, short-term borrowings consisted of $400
thousand of Treasury Tax and Loan deposits, $9.0 million in overnight borrowings
and $22.0 million in other short-term borrowings with the Federal Home Loan
Bank, compared to $30 thousand in Treasury Tax and Loan deposits at December 31,
2004. Short-term borrowings from the Federal Home Loan Bank may occasionally be
used to offset fluctuations in deposit inflows and outflows and to manage
liquidity needs at competitive rates. Treasury Tax and Loan deposits can
fluctuate daily and are generally short-term in nature.

13



Discussion of Results of Operations for the Three and Six Months Ended June
30, 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
Company'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 the Company's statutory Federal income
tax rate of 34%. Adjusted interest income is as follows:

|                                     | For the Three Months   |       | For the Six Months
|------------------------------------ | ---------------------- | ----- | ------------------
|                                     | Ended June 30,         |       | Ended June 30,    
|                                     | 2005                   |       | 2004              
|                                     | (Dollars in thousands)
|Interest income                      | $                      | 8,497 |                   
|FTE adjustment                       |                        | 65    |                   
|Interest income
    on FTE basis     |                        | 8,562 |                   
|Interest expense                     |                        | 4,727 |                   
|Net interest
    income on FTE basis | $                      | 3,835 |                   



14



Average Balance Sheets with Resultant Interest and Rates

The following tables set 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.

|                                            | For the Three Months Ended June 30,           
|------------------------------------------- | ----------------------------------------------
|                                            | 2005                                          
|                                            | Average                                       
|                                            | Balance                                       
|                                            | (Dollars in thousands)                        
|Assets:                                     |                                               
|                                            | Taxable securities                            
|                                            | Tax-exempt securities(1)                      
|                                            |                                               
|                                            | Short-term investments                        
|                                            | FHLB Stock                                    
|                                            | Loans(3)                                      
|                                            |                                               
|Allowance for loan losses                   |                                               
|Noninterest-earning assets                  |                                               
|                                            | Total
    assets                              
|Liabilities and shareholders' equity:       |                                               
|Deposits:                                   |                                               
|                                            | NOW accounts                                  
|                                            | Savings                                       
|                                            | Money market                                  
|                                            | Certificates of deposit                       
|                                            | Total interest-bearing deposits               
|Short-term borrowings                       |                                               
|Repurchase agreements                       |                                               
|Long-term borrowings                        |                                               
|Subordinated debentures                     |                                               
|                                            | Total
    interest-bearing liabilities        
|Noninterest-bearing deposits                |                                               
|Other liabilities                           |                                               
|Realized shareholders' equity               |                                               
|Other comprehensive loss                    |                                               
|                                            | Total
    liabilities and shareholders' equity
|Net
    interest income (FTE)               |                                               
|Interest rate spread (FTE)                  |                                               
|Net
    interest margin (FTE)               |                                               
|Ratio of average interest-earning assets to |                                               
|                                            | average interest-bearing liabilities          

(1)

15



|                                            | For the Six Months Ended June 30,             
|------------------------------------------- | ----------------------------------------------
|                                            | 2005                                          
|                                            | Average                                       
|                                            | Balance                                       
|                                            | (Dollars in thousands)                        
|Assets:                                     |                                               
|                                            | Taxable securities                            
|                                            | Tax-exempt securities(1)                      
|                                            |                                               
|                                            | Short-term investments                        
|                                            | FHLB Stock                                    
|                                            | Loans(3)                                      
|                                            |                                               
|Allowance for loan losses                   |                                               
|Noninterest-earning assets                  |                                               
|                                            | Total
    assets                              
|                                            |                                               
|Liabilities and shareholders' equity:       |                                               
|Deposits:                                   |                                               
|                                            | NOW accounts                                  
|                                            | Savings                                       
|                                            | Money market                                  
|                                            | Certificates of deposit                       
|                                            | Total interest-bearing deposits               
|Short-term borrowings                       |                                               
|Repurchase agreements                       |                                               
|Long-term borrowings                        |                                               
|Subordinated debentures                     |                                               
|                                            | Total
    interest-bearing liabilities        
|Noninterest-bearing deposits                |                                               
|Other liabilities                           |                                               
|Realized shareholders' equity               |                                               
|Other comprehensive loss                    |                                               
|                                            | Total
    liabilities and shareholders' equity
|Net
    interest income (FTE)               |                                               
|Interest rate spread (FTE)                  |                                               
|Net
    interest margin (FTE)               |                                               
|Ratio of average interest-earning assets to |                                               
|                                            | average interest-bearing liabilities          

(1)

16

Net interest income on an FTE basis increased $631 thousand
or 19.7% in the second quarter of 2005 compared to the same period in 2004. On a
year-to-date basis, net interest income on an FTE basis was up 24.3% or $1.5
million.
The net interest spread is the difference between the average
rates earned on interest-earning assets and the average rates paid 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.
Our net interest margin was 2.17% for the first six months of
2005, compared to 2.96% for the first six months of 2004. The decrease in the
net interest margin is the result of several components. While average
interest-earning assets grew by $289.3 million from $408.7 million in 2004 to
$698.0 million in 2005, the yield on average interest-earning assets improved
slightly from 4.74% to 4.75% over those same six-month periods. However, a 76
basis point increase of the yield on average interest-bearing liabilities from
1.92% in 2004 to 2.68% in 2005, and a $292.1 million increase in interest
bearing liabilities offset these improvements.
The yield on average interest-earning assets increased 22
basis points to 4.84% during the second quarter of 2005, compared to the second
quarter of 2004. An increase in the average loan portfolio of $70.7 million or
27.3%, from $259.3 million for the three months ended June 31, 2004 to $330.1
million for the same period in 2005 was the most significant contribution to the
increase in average interest-earning assets and the corresponding increase in
yields. In addition, the Bank's other interest-earning assets have begun to
realize increased yields associated with recent increases in the Prime rate. The
yield on average interest-earning assets was consistent between the six-month
periods ended June 30, 2005 and 2004.

The rate paid on interest-bearing liabilities increased 95
and 76 basis points to 2.77% and 2.68% during the three and six-month periods
ended June 30, 2005 compared to the same periods a year ago, respectively. These
increases were driven by higher rates paid on savings accounts and time
deposits, attributable in part to the 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 June 30, 2005, total interest
income increased by $3.5 million or 69.8% to $8.5 million compared to $5.0
million for the three months ended June 30, 2004. Similarly, for the six months
ended June 30, 2005, total interest income increased by $6.6 million or 69.3% to
$16.3 million compared to $9.7 million for the six months ended June 30, 2004.
These increases resulted primarily from $275.8 million and $289.3 million
increases in average interest-earning assets during the three and six-month
periods ended June 30, 2005, respectively, when compared to the same periods
ended June 30, 2004.

Interest income on loans receivable increased by $1.1 million
to $4.4 million for the three months ended June 30, 2005 compared to $3.3
million during the same period last year. This increase resulted primarily from
a $70.8 million increase in average loans outstanding to $330.1 million for the
three months ended June 30, 2005 from $259.3 million for the same period last
year. The rate on average loans increased to 5.40% during the three months ended
June 30, 2005 from 5.16% for the comparable period last year. The Bank's second
quarter purchase of $28.4 million in consumer loans with a weighted coupon rate
of 8.0% significantly contributed to both the increase in average loans and
rate.

Interest income on loans receivable increased by $1.9 million
to $8.4 million for the six months ended June 30, 2005 compared to $6.5 million
during the same period last year. This increase resulted primarily from a $67.7
million increase in average loans outstanding to $317.0 million for the six
months ended June 30, 2005 from $249.3 million for the same period last year.
The rate on average loans increased to 5.34% during the six months ended June
30, 2005 from 5.22% for the comparable period last year.

Interest income on securities increased $2.3 million, or
141.0% to $3.9 million for the three months ended June 30, 2005 from $1.6
million for the three months ended June 30, 2004. This increase resulted
primarily from a $206.1 million increase in average securities to $368.7 million
during the three months ended June 30, 2005 from $162.6 million for the same
period last year. The tax-equivalent yield on average investments increased to
4.35% during the three months ended June 30, 2005 compared to 4.04% during the
three months ended June 30, 2004.

Interest income on securities increased

17



Other interest income, which consists mainly of interest from
interest-earning deposits, increased $32 thousand and $136 thousand when
comparing the three and six month periods ended June 30, 2005 and 2004,
respectively. The quarter-to-quarter increase resulted from the average rate
earned on interest-earning deposits increasing 178 basis points to 2.72% for the
period ended June 30, 2005, which offset a decrease in the average balance of
$1.8 million. Average interest-earning deposits increased by $8.4 million from
$6.1 million for the six months ended June 30, 2004 to $14.5 million for the
same period in 2005. The average rate earned on these deposits increased by 131
basis points when comparing the same periods.

For the three months ended June 30, 2005, total interest
expense increased by $2.9 million or 162.0% to $4.7 million compared to $1.8
million for the three months ended June 30, 2004. This increase resulted
primarily from a $287.5 million, or 72.3% increase in average interest-bearing
liabilities to $684.9 million for the three months ended June 30, 2005, from
$397.4 million for the three months ended June 30, 2004. The rate paid on
average interest-bearing liabilities increased to 2.77% for the three months
ended June 30, 2005 from 1.82% for the same period last year.

Total interest expense increased by $5.4 million or 146.3% to
$9.0 million compared to $3.6 million when comparing the six month periods ended
June 30, 2005 and 2004, respectively. This increase resulted primarily from a
$292.1 million, or 76.8% increase in average interest-bearing liabilities to
$672.7 million for the six months ended June 30, 2005, from $380.6 million for
the six months ended June 30, 2004. The rate paid on average interest-bearing
liabilities increased 76 basis points to 2.68% for the six months ended June 30,
2005 from 1.92% for the same period last year.

Interest expense on deposits, the most significant portion of
interest-bearing liabilities, increased by $2.1 million, or 135.6% to $3.7
million for the three months ended June 30, 2005 from $1.6 million for the
comparable period last year. The average rate paid on these deposits increased
to 2.65% for the three months ended June 30, 2005 from 1.72% for the three
months ended June 30, 2004.

For the six months ended June 30, 2005, interest expense on
deposits increased by $3.7 million, or 109.7% to $7.0 million from $3.3 million
for the comparable period last year. The average rate paid on these deposits
increased to 2.59% for the six months ended June 30, 2005 from 1.86% for the
same period last year. The increase in the average rate during both the three
and six month periods 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 $818 thousand from $251 thousand for the three months ended June
30, 2004 to $1.1 million for the same period in 2005. The additional expense
resulted from an increase of $94.6 million in average borrowings combined with a
48 basis point increase in the rate paid on average borrowings from 2.80% for
the three months ended June 30, 2004 to 3.28% for the same period in 2005.

For the six months ended June 30, 2005, interest expense on
borrowings increased by $1.7 million from $304 thousand for the six months ended
June 30, 2004 to $2.0 million for the same period in 2005. The additional
expense resulted from an increase of $108.6 million in average borrowings
combined with a 10 basis point increase in the rate paid on average borrowings
from 2.97% for the six months ended June 30, 2004 to 3.07% for the same period
in 2005.

Noninterest Income

Noninterest income increased $176 thousand to $321 thousand
for the three month period ended June 30, 2005 compared to $145 thousand for the
same period last year. Similarly, noninterest income increased $281 thousand to
$756 thousand for the six months ended June 30, 2005 compared to $475 thousand
for the same period last year. The six month increase is net of a $50 thousand
decrease in realized gains on securities. Increases in the cash surrender value
of bank owned life insurance ("BOLI") of $115 thousand and $238 thousand for the
three and six months ended June 30, 2005, respectively, comprised the majority
of the increase. The BOLI was not purchased until the fourth quarter of 2004 so
there were no comparable earnings in the corresponding periods of 2004.

18



Provision for Loan Losses

A provision for losses in the portfolio is charged to
earnings in an amount sufficient, in management's judgment, for 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 $202thousand, an increase of $39 thousand for the three months
ended June 30, 2005 compared to $163 thousand during the three months ended June
30, 2004. The provision for loan losses was $506 thousand, an increase of $412
thousand for the six months ended June 30, 2005 compared to $94 thousand during
the six months ended June 30, 2004. The increase in the provision for the three
and six month periods was primarily due to growth of the Bank's loan portfolio.

Noninterest Expense

Noninterest expense increased $1.1 million, or 50.6% to $3.3
million for the quarter ended June 30, 2005 compared to $2.2 million for the
quarter ended June 30, 2004. Similarly, noninterest expense increased $2.2
million, or 49.5% to $6.5 million for the six months ended June 30, 2005
compared to $4.3 million for the same period in 2004.These increases are primarily due to increased salaries
and benefits and additional occupancy expense attributed to the development of
the Bank's infrastructure and branch locations.

Salaries and employee benefits increased $650 thousand or
55.6% and $1.2 million or 55.4% when comparing the three and six month periods
ended June 30, 2005, respectively, to those of the prior year. These increases
were due to higher staffing levels as the number of full-time equivalent
employees increased from 114 to 163 at June 30, 2004 and 2005, respectively, in
addition to annual merit increases and cost-of-living increases.

Occupancy, equipment and furnishings expense increased 60.5%
from $324 thousand to $520 thousand between the three months ended June 30, 2004
and 2005, respectively. These expenses increased 74.2% from $636 thousand to
$1.1 million for the six months ended June 30, 2004 and 2005, respectively.
These increases were primarily the result of equipment costs associated with the
increased number of full-time equivalent employees and the occupancy of two
additional branch offices, increasing the Bank's number of branches from 7 at
June 30, 2004 to 8 at June 30, 2005, respectively.

Provision for Income Taxes

Income tax expense totaled $153 thousandin the second quarter of 2005, compared with $383 thousandin the second quarter of 2004, a decrease of $230 thousand
or 60.0%. For the six-month period ended June 30, 2005, income tax expense
totaled $272 thousand, a $506 thousand or 65.0% decrease over the $778 thousand
in the same period of 2004. The decrease for both the three and six month
periods was due to a combination of lower pre-tax income and a higher
composition of BOLI and tax-exempt municipal income.

The effective tax rates were 24.8% and 38.0% in the second
quarters of 2005 and 2004, respectively, and 23.5% and 37.7 % for the six months
ended June 30, 2005 and 2004, 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 effect on taxable income of certain state tax credits. The
decrease in effective tax rates over the prior year periods is due to an
increase in the relative size of these tax-exempt items relative to total
pre-tax earnings.

19

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 six months of 2005, the
Bank's deposits increased 11.5% from $530.1 million to $590.9 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 June 30, 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 13.73% and a
Tier 1 risk-based capital to risk-weighted assets ratio of 13.08% and a Tier 1
leverage ratio of 6.90%. These ratios  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.



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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 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of Stockholders was held on May 24, 2005. Of 3,955,565
shares entitled to vote at the meeting, 2,603,664 voted. The following matters
were voted on at the meeting:

|Proposal 1: | To elect four Class C Directors
    for a term of three years. Votes for each nominee were as follows:
|----------- | ------------------------------------------------------------------------------------------------------

| | Nominee                |  | Votes For |  | Votes Withheld | 
| | ---------------------- |  | --------- |  | -------------- | 
| | Luiz F. Kahl           |  | 2,601,864 |  | 1,800          | 
| | Gerard T. Mazurkiewicz |  | 2,603,264 |  | 400            | 
| | James A. Smith         |  | 2,602,264 |  | 1,400          | 
| | David L. Ulrich        |  | 2,602,264 |  | 1,400          | 

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
    the
|          |  | Securities
    Exchange Act of 1934, as amended                                                          
|          |  |                                                                                                          
|32.1      |  | Certification of
    the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as                  
|          |  | Adopted 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, as                  
|          |  | Adopted Pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002                                    



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SIGNATURES

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

GREAT LAKES BANCORP, INC.

| |                                                    |                  
| | -------------------------------------------------- | -----------------
| | /s/ Andrew W.
    Dorn, Jr.                        | , August 12, 2005
| | Andrew W. Dorn,
    Jr.                            |                  
| | President & Chief Executive Officer                |                  
| | (Principal Executive Officer)                      |                  
| |                                                    |                  
| |                                                    |                  
| |                                                    |                  
| | /s/ Kim S.
    Destro                              | , August 12, 2005
| | Kim S. Destro                                      |                  
| | Executive Vice President & Chief Financial Officer |                  
| | (Principal Financial & Accounting Officer)         |                  

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