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                                   Exhibit 4.1
   [Specimen of certificate representing Common Shares of Beneficial Interest]

COMMON SHARES OF                           ]                   COMMON SHARES OF
BENEFICIAL INTEREST                                         BENEFICIAL INTEREST
$.01 PAR VALUE                                                  $0.01 PAR VALUE
Number                                                                   Shares
------                                                                   ------

                                GREAT LAKES REIT

Formed Under the Laws of
the State of Maryland

                                   See Reverse for Important Notice on Transfer
                                             Restrictions and Other Information
                                                              Cusip 390752 10 3

     This certifies that __________________________________ is the record
holder of __________________________ fully paid and nonassessable shares of
Common Shares of Beneficial Interest, $.01 par value per share, of Great
Lakes REIT, a real estate investment trust formed under the laws of the State
of Maryland (the "Company") transferable on the books of the Company by the
holder hereof in person or by its duly authorized attorney, upon surrender of
this Certificate properly endorsed. This Certificate and the shares evidenced
hereby are issued and shall be held subject to all of the provisions of the
Declaration of Trust of the Company (the "Declaration of Trust") and the
Bylaws of the Company and any amendments thereto. This Certificate is not
valid unless countersigned and registered by the Transfer Agent and the
Registrar.

     In Witness Whereof, the Company has caused this Certificate to be
executed on its behalf by its duly authorized officers.

Dated:
                                Great Lakes REIT
                                   Trust Seal
                                    Maryland

Countersigned and Registered:                                 /s/ Richard A. May
American Stock Transfer & Trust Company                    Chairman of the Board
Transfer Agent and Registrar
                                                           /s/ Richard L. Rasley
By                                                                     Secretary
Authorized Signature

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                            [Reverse of Certificate]

                                IMPORTANT NOTICE

     THE COMPANY IS AUTHORIZED TO ISSUE SHARES OF BENEFICIAL INTEREST ("SHARES")
OF MORE THAN ONE CLASS, CONSISTING OF COMMON SHARES AND ONE OR MORE CLASSES OF
PREFERRED SHARES. THE BOARD OF TRUSTEES IS AUTHORIZED TO DETERMINE THE
PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED
SHARES BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED SHARES. THE
COMPANY WILL FURNISH, WITHOUT CHARGE, TO ANY SHAREHOLDER MAKING A WRITTEN
REQUEST THEREFOR, A COPY OF THE COMPANY'S DECLARATION OF TRUST AND A WRITTEN
STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR OTHER
RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER
DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE
SHARES OF EACH CLASS WHICH THE COMPANY HAS THE AUTHORITY TO ISSUE AND, IF THE
COMPANY IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, (i) THE
DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH
SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF TRUSTEES TO SET
SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN
STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL
OFFICE.

     THE COMMON SHARES OF BENEFICIAL INTEREST EVIDENCED BY THIS CERTIFICATE ARE
SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER
FOR THE PURPOSE OF THE COMPANY'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE
INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THESE
RESTRICTIONS ARE SET FORTH IN THE DECLARATION OF TRUST AND BYLAWS OF THE
COMPANY, COPIES OF WHICH WILL BE FURNISHED TO EACH SHAREHOLDER ON REQUEST AND
WITHOUT CHARGE. REQUESTS FOR SUCH COPIES MAY BE DIRECTED TO THE SECRETARY OF THE
COMPANY AT ITS PRINCIPAL OFFICE.

     The following abbreviations when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN -as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT - ________________ Custodian _____________
                        (Cust)                    (Minor)
under Uniform Gifts to Minors Act _______________________
                                          (State)
Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, ____________________ hereby sell, assign and transfer unto

      [Please insert Social Security or Other Identifying Number of Assignee]
        __________

      [Please print or typewrite name and address, including zip code, of
        Assignee]

Common Shares of Beneficial Interest represented by this Certificate, and do
hereby irrevocably constitute and appoint __________________________________
Attorney to transfer the said shares on the books of the within-named Company,
with full power of substitution in the premises.

Dated ________________                        Signature

                                              Signature

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NOTICE: The signature(s) to this Assignment must correspond with the name(s) as
written upon the face of the Certificate in every particular, without alteration
or enlargement or any change whatsoever.

Signature(s) Guaranteed:

By

The Signature(s) should be guaranteed by an eligible guarantor institution
(Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with
membership in an approved signature guarantee Medallion Program), pursuant to
SEC Rule 17Ad-15.