U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549Form 10-QSB


|(X) |  | QUARTERLY REPORT
		PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                             
|--- |  | ----------------------------------------------------------------------------------------------------------------------
|    |  |                                                                                                                       
|    |  | For the quarterly period endedSeptember 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.
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                             



|Indicate by check mark whether the registrant is a
		shell company (as defined in Rule 12b-2 of the Exchange Act).
|------------------------------------------------------------------------------------------------------------------
|                                                                                                                  



| |                                         |  |                                 | 
| | --------------------------------------- |  | ------------------------------- | 
| | Common Stock, par value $.001 per share |  | 3,955,565 shares                | 
| | (Title of Class)                        |  | Outstanding at November 9, 2005 | 





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



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



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

|                                                                                      | September 30,                                                                      |                                 | December 31,                                
|------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- | ------------------------------- | --------------------------------------------
|                                                                                      | 2005                                                                               |                                 | 2004                                        
|ASSETS                                                                                |                                                                                    |                                 |                                             
|Cash and cash equivalents:                                                            |                                                                                    |                                 |                                             
|                                                                                      | Cash and due from banks                                                            | $                               | 8,012                                       
|                                                                                      | Interest-bearing deposits in other financial institutions                          | 16,784                          |                                             
|                                                                                      |                                                                                    | Total cash and cash equivalents | 24,796                                      
|Securities available for sale, at fair value                                          | 295,534                                                                            |                                 | 337,539                                     
|Securities held to maturity, at amortized cost (fair value of $15,758
		and $7,072 at |                                                                                    |                                 |                                             
|                                                                                      | September 30, 2005 and December 31, 2004, respectively)                            | 16,031                          |                                             
|Federal Home Loan Bank stock, at cost                                                 | 3,850                                                                              |                                 | 3,950                                       
|Loans, net of allowance for loan losses of $2,772 and $2,097,
		respectively          | 395,271                                                                            |                                 | 292,644                                     
|Premises and equipment, net                                                           | 17,352                                                                             |                                 | 14,285                                      
|Accrued interest receivable                                                           | 2,992                                                                              |                                 | 2,589                                       
|Bank owned life insurance, cash surrender value                                       | 12,421                                                                             |                                 | 12,066                                      
|Deferred tax asset, net                                                               | 1,477                                                                              |                                 | 238                                         
|Other assets                                                                          | 1,359                                                                              |                                 | 1,064                                       
|                                                                                      |                                                                                    |                                 | TOTAL ASSETS                                
|                                                                                      |                                                                                    |                                 |                                             
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                  |                                                                                    |                                 |                                             
|Deposits:                                                                             |                                                                                    |                                 |                                             
|                                                                                      | Noninterest-bearing                                                                | $                               | 22,265                                      
|                                                                                      | Interest-bearing                                                                   | 569,789                         |                                             
|                                                                                      |                                                                                    | Total deposits                  | 592,054                                     
|Short-term borrowings                                                                 | 19,400                                                                             |                                 | 30                                          
|Securities sold under agreement to repurchase                                         | 108,000                                                                            |                                 | 119,000                                     
|Subordinated debentures                                                               | 12,372                                                                             |                                 | 12,372                                      
|Accrued expenses and other liabilities                                                | 2,792                                                                              |                                 | 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                                                                  | 4,545                           |                                             
|                                                                                      | Accumulated other comprehensive loss, net                                          | (3,506)                         |                                             
|                                                                                      |                                                                                    |                                 | 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 
		September 30,           |                                     | Nine months ended 
		September 30,
|--------------------------------------------- | --------------------------------------------- | ----------------------------------- | ----------------------------------
|                                              | 2005                                          |                                     | 2004                              
|INTEREST AND DIVIDEND INCOME:                 |                                               |                                     |                                   
|                                              | Interest and fees on loans                    | $                                   | 5,331                             
|                                              | Interest on securities:                       |                                     |                                   
|                                              |                                               | Taxable                             |                                   
|                                              |                                               | Tax-exempt                          |                                   
|                                              |                                               |                                     | Total
		interest on securities    
|                                              | FHLB stock                                    |                                     | 49                                
|                                              | Other interest income                         |                                     | 19                                
|                                              |                                               | TOTAL INTEREST AND DIVIDEND INCOME  |                                   
|INTEREST EXPENSE:                             |                                               |                                     |                                   
|                                              | Deposits                                      |                                     | 4,099                             
|                                              | Short-term borrowings                         |                                     | 255                               
|                                              | Securities sold under agreement to repurchase |                                     | 812                               
|                                              | Long-term debt                                |                                     | -                                 
|                                              | Subordinated debentures                       |                                     | 197                               
|                                              |                                               | TOTAL INTEREST EXPENSE              |                                   
|                                              |                                               | NET INTEREST INCOME                 |                                   
|PROVISION FOR LOAN LOSSES                     |                                               | 216                                 |                                   
|                                              |                                               | NET INTEREST INCOME AFTER PROVISION |                                   
|                                              |                                               |                                     | FOR LOAN LOSSES                   
|NONINTEREST INCOME:                           |                                               |                                     |                                   
|                                              | Gain on sale of securities, net               |                                     | -                                 
|                                              | Service charges on deposit accounts           |                                     | 114                               
|                                              | Earnings on bank owned life insurance         |                                     | 116                               
|                                              | Other operating income                        |                                     | 119                               
|                                              |                                               | TOTAL NONINTEREST INCOME            |                                   
|NONINTEREST EXPENSES:                         |                                               |                                     |                                   
|                                              | Salaries and employee benefits                |                                     | 1,864                             
|                                              | Occupancy, equipment and furnishings          |                                     | 549                               
|                                              | Data processing and operations                |                                     | 247                               
|                                              | Advertising                                   |                                     | 122                               
|                                              | Printing, postage and supplies                |                                     | 87                                
|                                              | Professional services                         |                                     | 73                                
|                                              | Other operating expenses                      |                                     | 339                               
|                                              |                                               | TOTAL NONINTEREST EXPENSES          |                                   
|                                              |                                               | INCOME BEFORE INCOME TAXES          |                                   
|INCOME TAX PROVISION                          |                                               | 22                                  |                                   
|                                              |                                               | NET INCOME                          | $                                 
|EARNINGS PER SHARE - BASIC AND DILUTED        | $                                             | 0.07                                |                                   
|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)
Nine months ended September 30, 2005 and 2004

|                              |                                                        |                                                          |                                                        |    |            |   | Retained     |        | Accumulated   |   |              
|----------------------------- | ------------------------------------------------------ | -------------------------------------------------------- | ------------------------------------------------------ | -- | ---------- | - | ------------ | ------ | ------------- | - | -------------
|                              | Common                                                 |                                                          | Common                                                 |    | Additional |   | Earnings     |        | Other         |   | Total        
|                              | Stock -                                                |                                                          | Stock -                                                |    | Paid-in    |   | (Accumulated |        | Comprehensive |   | Shareholders'
|                              | Voting                                                 |                                                          | Non-voting                                             |    | Capital    |   | Deficit)     |        | Loss          |   | Equity       
|Balance at December 31, 2003  | $                                                      | 2                                                        |                                                        | $  | -*         |   | $            | 18,622 |               | $ | (161)        
|                              | Issuance of 1,854,675 shares of Common Stock - Voting  |                                                          | 2                                                      |    |            | - |              |        | 16,902        |   |              
|                              | Payment of underwriting costs                          |                                                          | -                                                      |    |            | - |              |        | (102)         |   |              
|                              | Issuance of 115,750 shares of Common Stock - Voting in |                                                          |                                                        |    |            |   |              |        |               |   |              
|                              |                                                        | exchange for 115,750 shares of Common Stock - Non-voting |                                                        | -* |            |   | -*           |        |               | - |              
|                              | Comprehensive income:                                  |                                                          |                                                        |    |            |   |              |        |               |   |              
|                              |                                                        | Net income                                               |                                                        | -  |            |   | -            |        |               | - |              
|                              |                                                        | Change in net unrealized loss on securities available    |                                                        |    |            |   |              |        |               |   |              
|                              |                                                        |                                                          | for sale, net
		of tax and reclassification adjustment |    | -          |   |              | -      |               |   | -            
|                              |                                                        | Total comprehensive income                               |                                                        |    |            |   |              |        |               |   |              
|Balance at September 30, 2004 | $                                                      | 4                                                        |                                                        | $  | -          |   | $            | 35,422 |               | $ | 2,300        
|                              |                                                        |                                                          |                                                        |    |            |   |              |        |               |   |              
|                              |                                                        |                                                          |                                                        |    |            |   |              |        |               |   |              
|Balance at December 31, 2004  | $                                                      | 4                                                        |                                                        | $  | -          |   | $            | 35,422 |               | $ | 3,378        
|                              | Comprehensive income:                                  |                                                          |                                                        |    |            |   |              |        |               |   |              
|                              |                                                        | Net income                                               |                                                        | -  |            |   | -            |        |               | - |              
|                              |                                                        | Change in net unrealized loss on securities available    |                                                        |    |            |   |              |        |               |   |              
|                              |                                                        |                                                          | for sale, net
		of tax and reclassification adjustment |    | -          |   |              | -      |               |   | -            
|                              |                                                        | Total comprehensive loss                                 |                                                        |    |            |   |              |        |               |   |              
|Balance at September 30, 2005 | $                                                      | 4                                                        |                                                        | $  | -          |   | $            | 35,422 |               | $ | 4,545        

* 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)

|                                                     | Nine months ended September 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 September 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 nine-month periods ended September 30,
2005 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2005. Certain amounts in the consolidated financial
statements for the three and nine-month periods ended September 30, 2004 have
been reclassified to conform to the consolidated financial statement
presentation for the three and nine-month periods ended September 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.

Recent Accounting Pronouncements

In November 2003, the Emerging Issues Task Force (EITF)
reached a consensus on certain disclosure requirements under EITF Issue No.
03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to
Certain Investments". The new disclosure requirements apply to investment in
debt and marketable equity securities that are accounted for under Statement of
Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain
Investments in Debt and Equity Securities". Effective for fiscal years ending
after December 15, 2003, companies were required to disclose information about
debt or marketable equity securities with market values below carrying values.
The Company previously implemented the disclosure requirements of EITF Issue No.
03-1. In March 2004, the EITF came to a consensus regarding EITF 03-1.
Securities in scope are those subject to SFAS 115. The EITF adopted a three-step
model that requires management to determine if impairment exists, decide whether
it is other-than- temporary, and record other-than-temporary losses in earnings.
In September 2004, the FASB approved issuing a Staff Position to delay the
requirement to record impairment losses under EITF 03-1, but broadened the scope
to include additional types of securities. As proposed, the delay would have
applied only to those debt securities described in paragraph 16 of EITF 03-1,
the Consensus that provides guidance for determining whether an investment's
impairment is other-than-temporary and should be recognized in income. On June
29, 2005, the FASB directed to issue EITF Issue 03-1-a, "Implementation Guidance
for Application of Paragraph 16 of EITF Issue No. 03-1", as final. The final
EITF, to be retitled FAS 115-1, "The Meaning of Other-Than-Temporary Impairment
and its Application to Certain Investments," is expected to be issued in the
fourth quarter of 2005 and will be effective for other-than-temporary impairment
analysis conducted in periods after December 15, 2005.

Stock Compensation Plans

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.

7



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. The revised standard was to become
effective for interim periods beginning after June 30, 2005 and be applied
prospectively to stock options granted after the effective date and any unvested
stock options at that date; however, the SEC superseded the FASB implementation
timetable in April 2005, changing the effective date to the beginning of 2006
for calendar-year public companies. 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.

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 
		September 30, |                                                  | Nine months ended
		September 30,
|------------------------------------- | ----------------------------------- | ------------------------------------------------ | ---------------------------------
|                                      | 2005                                |                                                  | 2004                             
|                                      | (Dollars in thousands)             
|Net income:                           |                                     |                                                  |                                  
|                                      | As reported                         | $                                                | 281                              
|                                      |                                     | Total
		stock-based employee compensation        |                                  
|                                      |                                     | expense
		determined under the fair value method |                                  
|                                      |                                     | for all
		awards, net of related tax effects     |                                  
|                                      | Proforma                            | $                                                | 281                              
|Basic and diluted earnings per share: |                                     |                                                  |                                  
|                                      | As reported                         | $                                                | 0.07                             
|                                      | Proforma                            | $                                                | 0.07                             

No compensation expense was recorded in the three or nine-month periods ended
September 30, 2005 or 2004 for stock options granted to employees, officers or
directors.

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 September 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 184,810
and 185,390 shares of common stock at prices in excess of the fair value of the
Company stock were outstanding at September 30, 2005 and 2004, respectively, but
not included in the computation of diluted earnings per share.

8



(2.)    SECURITIES

The amortized cost, unrealized gains and losses and
approximate fair value of securities, by contractual maturity, are shown below.
Expected maturities will differ from contractual maturities because issuers may
have the right to call or prepay obligations with or without call or prepayment
penalties.

|                               | September 30, 2005                  
|------------------------------ | ------------------------------------
|                               | Amortized                           
|                               | Cost                                
|                               | (Dollars in thousands)              
|Securities available for sale: |                                     
|                               | U.S. government agencies            
|                               | Mortgage-backed securities          
|                               | State and municipal obligations     
|                               | Corporate and other debt obligations
|                               |                                     
|                               |                                     
|Securities held to maturity:   |                                     
|                               | State and municipal obligations     
|                               | Corporate and other debt obligations
|                               |                                     



|                               | December 31, 2004                   
|------------------------------ | ------------------------------------
|                               | Amortized                           
|                               | Cost                                
|                               | (Dollars in thousands)              
|Securities available for sale: |                                     
|                               | U.S. government agencies            
|                               | Mortgage-backed securities          
|                               | Corporate and other debt obligations
|                               |                                     
|                               |                                     
|Securities held to maturity:   |                                     
|                               | State and municipal obligations     
|                               | Corporate and other debt obligations
|                               |                                     

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. Management
believes there is no other-than-temporary impairment in the portfolio at
September 30, 2005 or December 31, 2004.

9



Information pertaining to securities with gross unrealized losses at the
dates indicated, aggregated by investment category and length of time that
individual securities have been in a continuous loss position follows:

|                                      | September 30, 2005                   
|------------------------------------- | -------------------------------------
|                                      | Less than 12 months                  
|                                      | Fair                                 
|                                      | Value                                
|                                      | (Dollars in thousands)               
|Securities available for sale:        |                                      
|U.S. government agencies              | $                                    
|Mortgage-backed securities            |                                      
|State and municipal obligations       |                                      
|Corporate and other debt obligations  |                                      
|                                      | Total
		securities available for sale
|                                      |                                      
|Securities held to maturity:          |                                      
|State and municipal obligations       | $                                    
|Corporate and other debt obligations  |                                      
|                                      | Total
		securities held to maturity  
|                                      |                                      
|Total temporarily impaired securities | $                                    

(1)

|                                      | December 31, 2004                    
|------------------------------------- | -------------------------------------
|                                      | Less than 12 months                  
|                                      | Fair                                 
|                                      | Value                                
|                                      | (Dollars in thousands)               
|Securities available for sale:        |                                      
|U.S. government agencies              | $                                    
|Mortgage-backed securities            |                                      
|Corporate and other debt obligations  |                                      
|                                      | Total
		securities available for sale
|                                      |                                      
|Securities held to maturity:          |                                      
|State and municipal obligations       | $                                    
|Corporate and other debt obligations  |                                      
|                                      | Total
		securities held to maturity  
|                                      |                                      
|Total temporarily impaired securities | $                                    

10



(3.)    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:

|                                     |                  |                        | September 30, 2005 |  | December 31, 2004
|------------------------------------ | ---------------- | ---------------------- | ------------------ |  | -----------------
|                                     |                  |                        |                    |  |                  
|                                     |                  |                        |                    |  | Amount           
|                                     |                  |                        |                    |  |                  
|                                     |                  | (Dollars in thousands)
|Mortgage loans:                      |                  |                        |                    |  |                  
|                                     | Residential      |                        |                    |  |                  
|                                     | Home equity      |                        |                    |  |                  
|                                     | Commercial       |                        |                    |  |                  
|                                     | Construction     |                        |                    |  |                  
|                                     |                  | Total mortgage loans   |                    |  |                  
|Commercial loans                     |                  |                        |                    |  |                  
|Automobile loans                     |                  |                        |                    |  |                  
|Consumer loans(1)                    |                  |                        |                    |  |                  
|                                     |                  | Total loans            |                    |  |                  
|Allowance for loan losses            |                  |                        |                    |  |                  
|Deferred loan origination costs, net |                  |                        |                    |  |                  
|                                     | Total loans, net |                        |                    |  |                  

(1)

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.

|                                                        | September 30,          |       | December 31,
|------------------------------------------------------- | ---------------------- | ----- | ------------
|                                                        | 2005                   |       | 2004        
|                                                        | (Dollars in thousands)
|                                                        |                        |       |             
|Non-accrual
		loans                                     | $                      | 374   |             
|Accruing
		loans contractually past due 90 days or more |                        | 682   |             
|Total
		non-performing loans                            |                        | 1,056 |             
|Foreclosed
		assets                                     |                        | 112   |             
|Total
		non-performing assets                           | $                      | 1,168 |             
|                                                        |                        |       |             
|Ratios:                                                 |                        |       |             
|Non-performing loans to total net loans                 |                        | 0.27  | %           
|Non-performing assets to total net loans                |                        | 0.30  | %           

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

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

11



(6.)     DEPOSITS

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

|                              | September 30, 2005     |                                  | December 31, 2004
|----------------------------- | ---------------------- | -------------------------------- | -----------------
|                              | Amount                 |                                  | Rate             
|                              | (Dollars in thousands)
|Noninterest-bearing checking  | $                      | 22,265                           |                  
|Interest-bearing checking     |                        | 46,668                           |                  
|Savings                       |                        | 263,235                          |                  
|                              |                        | Total core
		deposits            |                  
|                              |                        |                                  |                  
|Certificates of deposit, due: |                        |                                  |                  
|                              | Within one year        |                                  | 126,314          
|                              | One to two years       |                                  | 72,956           
|                              | Two to three years     |                                  | 43,763           
|                              | Three to five years    |                                  | 16,813           
|                              | Thereafter             |                                  | 40               
|                              |                        | Total
		certificates of deposits |                  
|                              |                        | Total
		deposits                 | $                

(7.)     SECURITIES SOLD UNDER AGREEMENT TO REPURCHASE

Total securities sold under agreement to repurchase were
$108.0 million and $119.0 million at September 30, 2005 and December 31, 2004,
respectively. Proceeds from repurchase agreements were $193.0 million with
repayments of $204.0 million during the nine month period ended September 30,
2005. The following is a summary of the amounts, weighted average rates and
remaining maturities of repurchase agreements at the dates indicated:

|                            |                        |                               | September 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)

(8.)     SUBSEQUENT EVENTS

On October 26, 2005, Great Lakes Bancorp, Inc. ("GLB"), a
Delaware corporation, entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Bay View Capital Corporation ("BVCC"), a Delaware corporation.
GLB is the holding company for Greater Buffalo Savings Bank, a New York savings
bank, which was founded in November 1999. The Merger Agreement provides for the
merger of GLB with and into BVCC, with BVCC continuing as the surviving
corporation in the merger (the "Merger"). The Merger Agreement provides that, at
the effective time of the Merger, each share of common stock of GLB issued and
outstanding prior to the effective time will be cancelled and converted into the
right to receive 1.0873 shares of common stock of BVCC. Upon the closing of the
Merger, BVCC, as the surviving corporation, will change its name to "Great Lakes Bancorp,
Inc.," and will maintain its listing on the New York Stock Exchange.

12





The Merger Agreement provides that the board of directors of
the merged company will have 16 members. Three of such directors are currently
members of BVCC's senior executive team, and the remainder will be current
directors of GLB. The executive officers of GLB immediately prior to the Merger
will be the executive officers of the merged company.

Although BVCC will be the legal acquirer, the merger will be
accounted for as a reverse acquisition, resulting in GLB being considered the
acquirer for accounting purposes. This treatment is based primarily upon GLB's
governance system having the most influence in the combined entity, since
existing GLB senior management will run the combined entity and the Board of
Directors will be made up almost entirely of GLB Board members.

Pursuant to the Merger Agreement, the consummation of the Merger is subject
to customary closing conditions applicable to both BVCC and GLB, including, but
not limited to, receipt of regulatory approvals, the registration of BVCC as a
bank holding company, the approval of BVCC's shareholders and the approval of
GLB's shareholders.

13



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
September 30, 2005 and the consolidated results of operations for the three and
nine month periods ended September 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 $69.6 million or 9.9%, to $771.1 million at September
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.

Third Quarter Results - The Company's net income was $281 thousand for
the quarter ended September 30, 2005, compared to $1.2 million for the quarter
ended September 30, 2004. Earnings per share for the 2005 and 2004 third
quarters was $0.07 and $0.30, respectively. The decrease in net income is
primarily attributable to lower noninterest income and higher noninterest
expenses, partially offset by a lower provision for income taxes.

Year-to-Date Results - The Company's net income was $1.2 million for the
nine months ended September 30, 2005, compared to $2.5 million for the same
period last year. Earnings per share for the 2005 and 2004 nine month periods
was $0.30 and $0.74, respectively. Increases in net interest income and a lower
provision for income taxes were offset by a higher provision for loan losses,
lower noninterest income and higher noninterest expenses.



14



Discussion of Financial Condition Changes from December 31,
2004 to September 30, 2005

Cash and Cash Equivalents

Cash and cash equivalents decreased from $30.0 million at December 31, 2004
to $24.8 million at September 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 and higher yielding 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 $42.0 million or 12.4%, from $337.5 million at December 31,
2004 to $295.5 million at September 30, 2005. Purchases, sales and principal
paydowns of available for sale securities totaled $63.8 million, $42.0 million
and $60.2 million, respectively, during the first nine months of 2005. The
available for sale portfolio had net unrealized losses of $5.7 million and $3.6
million at September 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 September 30, 2005.
Purchases of held to maturity securities totaled $8.9 million during the first
nine months of 2005. There were no sales during this nine-month period. The held
to maturity portfolio had net unrealized losses of $273 thousand and $39
thousand at September 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.

Loans

During the first nine months of 2005, net loans receivable
increased $102.6 million or 35.1%, from $292.6 million at December 31, 2004 to
$395.3 million at September 30, 2005. Loans totaling $29.8 million were
purchased during the first nine months of 2005 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 September 30, 2005 of $2.8 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
internally classified as substandard totaled $1.0 million and $740 thousand at
September 30, 2005 and December 31, 2004, respectively. Nonaccrual loans for
which interest has been reversed totaled approximately $374 thousand and $459
thousand at September 30, 2005 and December 31, 2004, respectively.

15



Deposits

Deposits at September 30, 2005 totaled $592.1 million, an 11.7% 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
|----------------------------------- |  | ---------------------- | ---------------------------
|                                    |  |                        | September 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 $259.9 million, a 61.0% increase over the
December 31, 2004 balance of $161.4 million. The Bank attracted additional time
deposits through competitive interest rate pricing as customer demand has
switched from core accounts to higher earning deposits due to the rising rate
environment.

Short-term Borrowings

At September 30, 2005, short-term borrowings consisted of $400 thousand of
Treasury Tax and Loan deposits and $19.0 million in 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.

Discussion of Results of Operations for the Three and Nine Months Ended
September 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 Nine Months
|---------------------------------- | ---------------------- | ----- | -------------------
|                                   | Ended September 30,    |       | Ended September 30,
|                                   | 2005                   |       | 2004               
|                                   | (Dollars in thousands)
|Interest
		income                  | $                      | 8,814 |                    
|FTE
		adjustment                   |                        | 67    |                    
|Interest
		income on FTE basis     |                        | 8,881 |                    
|Interest
		expense                 |                        | 5,363 |                    
|Net interest
		income on FTE basis | $                      | 3,518 |                    

16





Average Balance Sheets with Resultant Interest and Rates

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

|                                            | For the Three Months Ended September 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                       |                                           
|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) | The interest on tax-exempt securities is calculated on a tax
	equivalent basis assuming a federal tax rate of 34%.                                                    
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | The average balance of securities is based upon amortized
	historical cost.                                                                                           
| | (3) | Fees in the amount of $30 thousand and $19 thousand are
	included in interest and fees on loans for the three months ended September
	30, 2005 and 2004, respectively.

17



Average Balance Sheets with Resultant Interest and Rates

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

|                                            | For the Nine Months Ended September 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) | The interest on tax-exempt securities is
	calculated on a tax equivalent basis assuming a federal tax rate of 34%.                                                   
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | The average balance of securities is based upon amortized
	historical cost.                                                                                          
| | (3) | Fees in the amount of $80 thousand and $66 thousand are
	included in interest and fees on loans for the nine months ended September
	30, 2005 and 2004, respectively.

18



Analysis of Quarter-to-Quarter Changes in Net Interest Income

The following analysis shows the changes in interest income
(tax equivalent "FTE") and interest expense attributable to volume and rate
variances for the periods indicated. For each category of interest-earning asset
and interest-bearing liability, information is provided on changes attributed
to: (1) changes in rate (change in rate multiplied by current volume); (2)
changes in volume (change in volume multiplied by old rate); (3) the total. The
change in interest income (tax equivalent) due to both volume and rate have been
allocated to volume and rate changes in proportion to the relationship of the
absolute dollar amounts of the change in each.

|                                |                         |                  |                                    | For the Three-month Period Ended
|------------------------------- | ----------------------- | ---------------- | ---------------------------------- | --------------------------------
|                                |                         |                  |                                    | September 30, 2005 vs. 2004     
|                                |                         |                  |                                    | Increase (Decrease)             
|                                |                         |                  |                                    | Due to Change in                
|                                |                         |                  |                                    | Average                         
|                                |                         |                  |                                    | Volume                          
|                                |                         |                  |                                    | (Dollars in thousands)          
|INTEREST INCOME:                |                         |                  |                                    |                                 
|                                | Taxable securities      |                  |                                    |                                 
|                                | Tax-exempt securities   |                  |                                    |                                 
|                                |                         | Total securities |                                    |                                 
|                                | Short-term investments  |                  |                                    |                                 
|                                | FHLB Stock              |                  |                                    |                                 
|                                | Loans                   |                  |                                    |                                 
|                                |                         |                  | Total
		interest-earning assets    |                                 
|                                |                         |                  |                                    |                                 
|INTEREST EXPENSE:               |                         |                  |                                    |                                 
|Deposits:                       |                         |                  |                                    |                                 
|                                | NOW accounts            |                  |                                    |                                 
|                                | Savings                 |                  |                                    |                                 
|                                | Money market            |                  |                                    |                                 
|                                | Certificates of deposit |                  |                                    |                                 
|                                |                         | Total deposits   |                                    |                                 
|                                | Short-term borrowings   |                  |                                    |                                 
|                                | Repurchase agreements   |                  |                                    |                                 
|                                | Subordinated debentures |                  |                                    |                                 
|                                |                         | Total borrowings |                                    |                                 
|                                |                         |                  | Total interest-bearing liabilities |                                 
|CHANGE IN NET
		INTEREST INCOME |                         |                  |                                    | $                               



19



Analysis of Year-to-Date Changes in Net Interest Income

The following analysis shows the changes in interest income
(tax equivalent "FTE") and interest expense attributable to volume and rate
variances for the periods indicated. For each category of interest-earning asset
and interest-bearing liability, information is provided on changes attributed
to: (1) changes in rate (change in rate multiplied by current volume); (2)
changes in volume (change in volume multiplied by old rate); (3) the total. The
change in interest income (tax equivalent) due to both volume and rate have been
allocated to volume and rate changes in proportion to the relationship of the
absolute dollar amounts of the change in each.

|                                |                         |                  |                                    | For the Nine-month Period Ended
|------------------------------- | ----------------------- | ---------------- | ---------------------------------- | -------------------------------
|                                |                         |                  |                                    | September 30, 2005 vs. 2004    
|                                |                         |                  |                                    | Increase (Decrease)            
|                                |                         |                  |                                    | Due to Change in               
|                                |                         |                  |                                    | Average                        
|                                |                         |                  |                                    | Volume                         
|                                |                         |                  |                                    | (Dollars in thousands)         
|INTEREST INCOME:                |                         |                  |                                    |                                
|                                | Taxable securities      |                  |                                    |                                
|                                | Tax-exempt securities   |                  |                                    |                                
|                                |                         | Total securities |                                    |                                
|                                | Short-term investments  |                  |                                    |                                
|                                | FHLB Stock              |                  |                                    |                                
|                                | Loans                   |                  |                                    |                                
|                                |                         |                  | Total
		interest-earning assets    |                                
|                                |                         |                  |                                    |                                
|INTEREST EXPENSE:               |                         |                  |                                    |                                
|Deposits:                       |                         |                  |                                    |                                
|                                | NOW accounts            |                  |                                    |                                
|                                | Savings                 |                  |                                    |                                
|                                | Money market            |                  |                                    |                                
|                                | Certificates of deposit |                  |                                    |                                
|                                |                         | Total deposits   |                                    |                                
|                                | Short-term borrowings   |                  |                                    |                                
|                                | Repurchase agreements   |                  |                                    |                                
|                                | Long-term borrowings    |                  |                                    |                                
|                                | Subordinated debentures |                  |                                    |                                
|                                |                         | Total borrowings |                                    |                                
|                                |                         |                  | Total interest-bearing liabilities |                                
|CHANGE IN NET
		INTEREST INCOME |                         |                  |                                    | $                              

20

Net interest income on an FTE basis increased $67 thousand or 1.9% in the
third 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 16.3% 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 2.08% for the first nine months
of 2005, compared to 2.80% for the first nine months of 2004. The decrease in
the net interest margin is the result of several components. Average
interest-earning assets grew by $254.4 million from $451.7 million in 2004 to
$706.1 million in 2005, while the yield on average interest-earning assets
improved from 4.74% to 4.80% over those same nine-month periods. However, an
increase in the yield on average interest-bearing liabilities from 2.08% in 2004
to 2.81% in 2005, and a $260.5 million increase in interest-bearing liabilities
offset these improvements.
Although we are reliant on deposits and various borrowing
arrangements as funding sources to support our loan growth, we continue to focus on growing noninterest-bearing
demand deposits as a significant funding source. Average noninterest-bearing
demand deposits increased 18.0% to $21.3 million during the quarter ended
September 30, 2005, compared with $18.0 million during the same quarter in 2004.
Similarly, average noninterest-bearing demand deposits increased 38.4% to $19.6
million during the first nine months of 2005, compared with $14.2 million during
the same period in 2004.
The Company also expects to see improvements to the net
interest margin from efforts to increase loan volumes and continued reinvestment
of principal paydowns from securities into higher earning assets. The average
balance of the lower yielding investment securities decreased by $37.7 million
during the third quarter of 2005 from $368.7 million for the three months ended
June 30, 2005 to $331.0 million for the three months ended September 30, 2005.
Principal paydowns from investment securities were used to fund a third quarter
increase of $55.6 million in average loans. During the three-month period ended
September 30, 2005 the rate on average loans also increased 8 basis points to
5.48% from 5.40% for the three-month period ended June 30, 2005.
The yield on average interest-earning assets increased 16
basis points to 4.88% during the third quarter of 2005, compared to the third
quarter of 2004. An increase in the average loan portfolio 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 rate increases.
The rate paid on interest-bearing liabilities increased 73
basis points to 3.05% during the three-month period ended September 30, 2005
compared to the same period a year ago, respectively. This increase was 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. The Bank also considers the migration from core deposits to higher
yielding time deposits a consequence of the rising rate environment.
For the three months ended September 30, 2005, total interest
and dividend income increased by $2.4 million or 38.3% to $8.8 million compared
to $6.4 million for the three months ended September 30, 2004. Similarly, for
the nine months ended September 30, 2005, total interest and dividend income
increased by $9.1 million or 57.0% to $25.2 million compared to $16.0 million
for the nine months ended September 30, 2004. These increases resulted primarily
from $185.4 million and $254.4 million increases in average interest-earning
assets during the three and nine-month periods ended September 30, 2005,
respectively, when compared to the same periods ended September 30, 2004.
Interest income on loans receivable increased by $1.7 million to $5.3 million
for the three months ended September 30, 2005 compared to $3.6 million during
the same period last year. This increase resulted primarily from a $105.5
million increase in average loans outstanding to $385.7 million for the three
months ended September 30, 2005 from $280.2 million for the same period last
year. The rate on average loans increased to 5.48% during the three months ended
September 30, 2005 from 5.12% for the comparable period last year.
Interest income on loans receivable increased by $3.6 million
to $13.7 million for the nine months ended September 30, 2005 compared to $10.1
million during the same period last year. This increase resulted primarily from
an $80.4 million increase in average loans outstanding to $340.1 million for the
nine months ended September 30, 2005 from $259.7 million for the same period
last year. The rate on average loans increased to 5.40% during the nine months
ended September 30, 2005 from 5.19% 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.
21
Interest income on securities (tax equivalent) increased $818 thousand, or
30.7 % to $3.5 million for the three months ended September 30, 2005 from $2.7
million for the three months ended September 30, 2004. This increase resulted
primarily from a $94.0 million increase in average securities to $331.0 million
during the three months ended September 30, 2005 from $237.0 million for the
same period last year. The tax-equivalent yield on average investments decreased
to 4.21% during the three months ended September 30, 2005 compared to 4.50%
during the three months ended September 30, 2004.
Interest income on securities (tax equivalent) increased $5.5
million, or 95.0% to $11.3 million for the nine months ended September 30, 2005
from $5.8 million for the nine months ended September 30, 2004. This increase
resulted primarily from a $172.2 million increase in average securities to
$352.3 million during the nine months ended September 30, 2005 from $180.1
million for the same period last year. The tax-equivalent yield on average
investments remained consistent at 4.27% and 4.28% between the nine months ended
September 30, 2005 and September 30, 2004, respectively.
Other interest income, which consists mainly of interest from
interest-earning deposits, decreased $69 thousand and increased $67 thousand
when comparing the three and nine-month periods ended September 30, 2005 and
2004, respectively. The quarter-to-quarter decrease resulted from a $15.2
decrease in the average balance of interest-earning deposits from $17.2 million
for the three-month period ended September 30, 2004 to $2.0 million for the same
period in 2005. Average interest-earning deposits increased by $400 thousand
from $9.8 million for the nine months ended September 30, 2004 to $10.2 million
for the same period in 2005. The average rate earned on these deposits increased
by 82 basis points when comparing the same periods.
For the three months ended September 30, 2005, total interest expense
increased by $2.5 million or 83.4% to $5.4 million compared to $2.9 million for
the three months ended September 30, 2004. This increase resulted primarily from
a $197.8 million, or 39.6% increase in average interest-bearing liabilities to
$697.6 million for the three months ended September 30, 2005, from $499.8
million for the three months ended September 30, 2004. The rate paid on average
interest-bearing liabilities increased to 3.05% for the three months ended
September 30, 2005 from 2.32% for the same period last year.
Total interest expense increased by $7.7 million or 118.3% to $14.3 million
compared to $6.6 million when comparing the nine month periods ended September
30, 2005 and 2004, respectively. This increase resulted primarily from a $260.5
million, or 61.9% increase in average interest-bearing liabilities to $681.1
million for the nine months ended September 30, 2005, from $420.6 million for
the nine months ended September 30, 2004. The rate paid on average
interest-bearing liabilities increased from 2.08% to 2.81% between the nine
months ended September 30, 2004 and September 30, 2005, respectively.

Interest expense on deposits, the most significant portion of
interest-bearing liabilities, increased by $1.8 million, or 79.2% to $4.1
million for the three months ended September 30, 2005 from $2.3 million for the
comparable period last year. The average rate paid on these deposits increased
to 2.88% for the three months ended September 30, 2005 from 2.18% for the three
months ended September 30, 2004.

For the nine months ended September 30, 2005, interest
expense on deposits increased by $5.5 million, or 97.3% to $11.1 million from
$5.6 million for the comparable period last year. The average rate paid on these
deposits increased to 2.69% for the nine months ended September 30, 2005 from
1.98% for the same period last year. The increase in the average rate during
both the three and nine month periods was primarily due to certificates of
deposits repricing at higher market rates and an upward adjustment of the rates
paid on savings accounts. 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 $628
thousand from $636 thousand for the three months ended September 30, 2004 to
$1.3 million for the same period in 2005. The additional expense resulted from
an increase of $49.7 million in average borrowings combined with a 73 basis
point increase in the rate paid on average borrowings from 3.06% for the three
months ended September 30, 2004 to 3.79% for the same period in 2005.

For the nine months ended September 30, 2005, interest expense on borrowings
increased by $2.3 million from $940 thousand for the nine months ended September
30, 2004 to $3.2 million for the same period in 2005. The additional expense
resulted from an increase of $88.8 million in average borrowings combined with a
29 basis point increase in the rate paid on average borrowings from 3.03% for
the nine months ended September 30, 2004 to 3.32% for the same period in 2005.

22



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 $216
thousand, an increase of $99 thousand for the three months ended September 30,
2005 compared to $117 thousand during the three months ended September 30, 2004.
The provision for loan losses was $722 thousand, an increase of $511 thousand
for the nine months ended September 30, 2005 compared to $211 thousand during
the nine months ended September 30, 2004. The increase in the provision for the
three and nine month periods was primarily due to growth of the Bank's loan
portfolio.

Noninterest Income

Noninterest income decreased $541 thousand to $349 thousand for the three
month period ended September 30, 2005 compared to $890 thousand for the same
period last year. Similarly, noninterest income decreased $259 thousand to $1.1
million for the nine months ended September 30, 2005 compared to $1.4 million
for the same period last year. Increases in the cash surrender value of bank
owned life insurance ("BOLI") of $116 thousand and $355 thousand for the three
and nine months ended September 30, 2005, respectively, partially offset $709
thousand and $759 thousand decreases in realized gains on securities during
those same periods. The BOLI was not purchased until the fourth quarter of 2004
so there were no comparable earnings in the corresponding periods of 2004.

Noninterest Expense

Noninterest expense increased $1.0 million, or 41.0% to $3.3 million for the
quarter ended September 30, 2005 compared to $2.3 million for the quarter ended
September 30, 2004. Similarly, noninterest expense increased $3.1 million, or
46.5% to $9.8 million for the nine months ended September 30, 2005 compared to
$6.7 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 $575 thousand or 44.6% and $1.8
million or 51.4% when comparing the three and nine month periods ended September
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 121 to 173 at September 30, 2004 and 2005, respectively, in addition to
annual merit increases.

Occupancy, equipment and furnishings expense increased 49.2% from $368
thousand to $549 thousand between the three months ended September 30, 2004 and
2005, respectively. These expenses increased 65.3% from $1.0 million to $1.7
million for the nine months ended September 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
September 30, 2004 to 9 at September 30, 2005.

Provision for Income Taxes

Income tax expense totaled $22 thousand in the third quarter of 2005,
compared with $721 thousand in the third quarter of 2004, a decrease of $699
thousand or 96.9%. For the nine-month period ended September 30, 2005, income
tax expense totaled $294 thousand, a $1.2 million or 80.4% decrease over the
$1.5 million in the same period of 2004. The decrease for both the three and
nine 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 7.2% and 38.0 % in the third quarters of 2005
and 2004, respectively, and 20.1% and 37.9% for the nine months ended September
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.

23

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 nine months of 2005, the
Bank's deposits increased 11.7% from $530.1 million to $592.1 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 September 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 12.94% and a Tier 1
risk-based capital to risk-weighted assets ratio of 12.28% and a Tier 1 leverage
ratio of 6.76%. 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.

24



PART II. OTHER INFORMATION

ITEM 1. - LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Bank or Company
is a party, or to which any of their property is subject.

ITEM 6. - EXHIBITS

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



|Exhibit # |  | Description                                                                                          
|--------- |  | -----------------------------------------------------------------------------------------------------
|31.1      |  | Certification
		of the Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule
		15d-14(a) of the
|          |  | Securities
		Exchange Act of 1934, as amended                                                        
|          |  |                                                                                                      
|31.2      |  | Certification
		of the Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule
		15d-14(a) of 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                                  

25



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.                            | , November 9, 2005
| | Andrew W.
		Dorn, Jr.                              |                   
| | President & Chief Executive Officer                |                   
| | (Principal Executive Officer)                      |                   
| |                                                    |                   
| |                                                    |                   
| |                                                    |                   
| | /s/ Kim S. Destro                                  | , November 9, 2005
| | Kim S. Destro                                      |                   
| | Executive Vice President & Chief Financial Officer |                   
| | (Principal Financial & Accounting Officer)         |                   

26