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EXHIBIT 10.5
                                          
                                          
                              FOURTH AMENDMENT TO THE
               AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                             OF GREAT LAKES REIT, L.P.
                                          

     This Fourth Amendment to the Amended and Restated Agreement of Limited
Partnership of Great Lakes REIT, L.P., a Delaware limited partnership (the
"Partnership"), is made and entered into as of the 23rd day of December, 1998 by
Great Lakes REIT, a Maryland real estate investment trust ("GLREIT").

                                     RECITALS:

     WHEREAS, GLREIT is the sole general partner of the Partnership, the
business and affairs of which are conducted in accordance with the terms and
conditions of the Agreement of Limited Partnership of the Partnership dated
September 27, 1996, as amended and restated by the Amended and Restated
Agreement of Limited Partnership dated as of December 19, 1996 and as further
amended by the First Amendment to the Amended and Restated Agreement of Limited
Partnership of the Partnership dated February 6, 1997, the Second Amendment to
the Amended and Restated Agreement of Limited Partnership of the Partnership
dated February 10, 1997 and the Third Amendment to the Amended and Restated
Agreement of Limited Partnership of the Partnership dated May 22, 1998
(collectively, the "Partnership Agreement"); and

     WHEREAS, Sections 4.2(c) and 13.1(b)(iii) of the Partnership Agreement
expressly provide that the General Partner shall amend the Partnership Agreement
to set forth the designations, rights, powers and duties, and preferences of the
Preferred Units in one or more Preferred Unit Designations without the consent
of the Limited Partners; and

     WHEREAS, the Partnership Agreement provides that a holder of such Preferred
Units shall have such rights to the allocations of Profits and Losses as
specified in Article VI of the Partnership Agreement and to distributions
pursuant to Section 5.1 of the Partnership Agreement; and

     WHEREAS, in connection with GL REIT's issuance and sale on the date 
hereof of 1,500,000 9 3/4% Series A Cumulative Redeemable Preferred Shares of 
Beneficial Interest, $.01 par value per share ("Series A Preferred Shares"), 
and GL REIT's contribution to the Partnership of the Required Funds obtained 
from the issuance and sale of the Series A Preferred Shares, the Partnership 
hereby assumes the expenses (including the applicable underwriter discounts) 
incurred by GLREIT in connection with raising such Required Funds and issues 
to GLREIT Preferred Units to reflect GL REIT's contribution of such funds, 
which Preferred Units have the economic rights, including, distribution, 
redemption and conversion rights and sinking funds provisions, set forth 
herein; and

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     WHEREAS, GLREIT, as the sole general partner of the Partnership, desires to
amend the Partnership Agreement to reflect the issuance of the Series A
Preferred Units and to set forth the applicable designation, rights, powers,
duties and preferences thereof;

     NOW THEREFORE, the Partnership Agreement shall be amended as follows:

     1.   A series of Preferred Units, designated the 9 3/4% Series A Cumulative
          Redeemable Preferred Units (the "Series A Preferred Units"), is hereby
          established.  The number of authorized Series A Preferred Units is
          1,500,000.
     
     2.   The Required Funds obtained from the sale of the Series A Preferred
          Shares shall be contributed to the Partnership as Contributed Funds.

     3.   The Series A Preferred Units shall, with respect to distribution
          rights and rights upon liquidation, dissolution or winding up of the
          Partnership, rank (a) senior to all classes or series of Partnership
          Units, and to all Units issued by the Partnership ranking junior to
          such Series A Preferred Units; (b) on a parity with all other Units
          issued by the Partnership, the terms of which specifically provide
          that such equity securities rank on a parity with the Series A
          Preferred Units; and (c) junior to all Units issued by the
          Partnership, the terms of which specifically provide that such equity
          securities rank senior to the Series A Preferred Units.

     4.   DISTRIBUTIONS.  Section 5.1 of the Partnership agreement is hereby
          amended to incorporate the following distribution provisions relating
          to the Series A Preferred Units:

a.   Holders of the then outstanding Series A Preferred Units shall be entitled
     to receive, when and as authorized by the General Partner, out of Available
     Cash Flow, cumulative preferential cash distributions at the rate of 9 3/4%
     of the $25.00 liquidation preference per annum (equivalent to a fixed
     annual amount of $2.4375 per Series A Preferred Unit).  Such distributions
     shall be cumulative from the first date on which any Series A Preferred
     Units are issued and shall be payable quarterly in arrears on or before
     March 1, June 1, September 1 and December 1 of each year or, if not a
     business day, the next succeeding business day (each, a "Series A
     Partnership Distribution Payment Date").  The first distribution, which
     will be paid on March 1, 1999, will cover the period from the date of
     issuance of the Series A Preferred Units to March 1, 1999.  Such
     distribution and any distribution payable on the Series A Preferred Units
     for any partial distribution period will be computed on the basis of a
     360-day year consisting of twelve 30-day months.  Distributions will be
     payable to holders of record as they appear in the records of the
     Partnership at the close of business on the applicable record date, which
     shall be the fifteenth day of the calendar month immediately preceding the
     calendar month in which the applicable Series A Partnership Distribution
     Payment Date falls or on such other date designated by the General Partner
     as the record date for the payment of distributions on the Series A
     Preferred Shares that is not more than 30 nor less than 10 days prior to
     such 

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     Partnership Distribution Payment Date (each, a "Series A Partnership Record
     Date").

b.   No distributions on Series A Preferred Units shall be authorized by the
     General Partner or paid or set apart for payment by the General Partner at
     such time as the terms and provisions of any agreement of the Partnership,
     including any agreement relating to its indebtedness, prohibits such
     authorization, payment or setting apart for payment or provides that such
     authorization, payment or setting apart for payment would constitute a
     breach thereof or a default thereunder, or if such authorization or payment
     shall be restricted or prohibited by law.

c.   Notwithstanding the foregoing, distributions on the Series A Preferred
     Units shall accrue whether or not the terms and provisions set forth in
     Paragraph 4.b. hereof at any time prohibit the current payment of
     distributions, whether or not the Partnership has Available Cash Flow,
     whether or not there are funds legally available for the payment of such
     distributions and whether or not such distributions are declared.  Accrued
     but unpaid distributions on the Series A Preferred Units will accumulate as
     of the Series A Partnership Distribution Payment Date on which they first
     become payable.

d.   Except as provided in Paragraph 4.e. below, no distributions will be
     declared or paid or set apart for payment on any Partnership Units or any
     other series of Preferred Units ranking, as to distributions, on a parity
     with or junior to the Series A Preferred Units (other than a distribution
     in the Partnership Units or in any other class of Units ranking junior to
     the Series A Preferred Units as to distributions and upon liquidation) for
     any period unless full cumulative distributions have been or
     contemporaneously are declared and paid or declared and a sum sufficient
     for the payment thereof is set apart for such payment on the Series A
     Preferred Units for all past distribution periods and the then current
     distribution period.

e.   When distributions are not paid in full (and a sum sufficient for such full
     payment is not so set apart) upon the Series A Preferred Units and any
     other series of Preferred Units ranking on a parity as to distributions
     with the Series A Preferred Units, all distributions declared upon the
     Series A Preferred Units and any other series of Preferred Units ranking on
     a parity as to distributions with the Series A Preferred Units shall be
     declared pro rata so that the amount of distributions declared per Series A
     Preferred Units and such other series of Preferred Units shall in all cases
     bear to each other the same ratio that accrued distributions per Series A
     Preferred Units and such other series of Preferred Units (which shall not
     include any accrual in respect of unpaid distributions for prior
     distribution periods if such Preferred Units do not have a cumulative
     distribution) bear to each other.  No interest, or sum of money in lieu of
     interest, shall be payable in respect of any distribution payment or
     payments on Series A Preferred Units that may be in arrears.

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f.   Except as provided in the immediately preceding paragraph, unless full
     cumulative distributions on the Series A Preferred Units have been or
     contemporaneously are declared and paid or declared and a sum sufficient
     for the payment thereof is set apart for payment for all past distribution
     periods and the then current distribution period, no distributions (other
     than in Partnership Units or other Units ranking junior to the Series A
     Preferred Units as to distributions and upon liquidation) shall be declared
     or paid or set aside for payment, nor shall any other distribution be
     declared or made, upon the Partnership Units or any other Units of the
     Partnership ranking junior to or on a parity with the Series A Preferred
     Units as to distributions or upon liquidation, nor shall any Partnership
     Units, or any other Units of the Partnership ranking junior to or on a
     parity with the Series A Preferred Units as to distributions or upon
     liquidation be redeemed, purchased or otherwise acquired for any
     consideration (or any monies be paid to or made available for a sinking
     fund for the redemption of any such shares) by the Partnership (except by
     conversion into or exchange for other Units of the Partnership ranking
     junior to the Series A Preferred Units as to distributions and upon
     liquidation)

g.   Holders of the Series A Preferred Units shall not be entitled to any
     distribution, whether payable in cash, property or shares in excess of full
     cumulative distributions on the Series A Preferred Units as described
     above.  Any distribution payment made on the Series A Preferred Units shall
     first be credited against the earliest accrued but unpaid distribution due
     with respect to such shares that remains payable. 

     5.   LIQUIDATION PREFERENCE.

a.   Upon any voluntary or involuntary liquidation, dissolution or winding up of
     the affairs of the Partnership, the holders of Series A Preferred Units
     then outstanding are entitled to be paid out of the assets of the
     Partnership legally available for distribution to its unitholders a
     liquidation preference of $25.00 per share, plus an amount equal to any
     accrued and unpaid distributions to the date of payment, before any
     distribution of assets is made to holders of Partnership Units or any other
     class or series of Units of the Partnership that ranks junior to the Series
     A Preferred Units as to liquidation rights.

b.   In the event that, upon such voluntary or involuntary liquidation,
     dissolution or winding up, the available assets of the Partnership are
     insufficient to pay the amount of the liquidating distributions on all
     outstanding Series A Preferred Units and the corresponding amounts payable
     on all shares of other classes or series of Units of the Partnership
     ranking on a parity with the Series A Preferred Units in the distribution
     of assets, then the holders of the Series A Preferred Units and all other
     such classes or series of Units shall share ratably in any such
     distribution of assets in proportion to the full liquidating distributions
     to which they would otherwise be respectively entitled.

c.   After payment of the full amount of the liquidating distributions to which
     they are entitled, the holders of Series A Preferred Units will have no
     right or claim to any 

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     of the remaining assets of the Partnership.

d.   Written notice of any such liquidation, dissolution or winding up of the
     Partnership, stating the payment date or dates when, and the place or
     places where, the amounts distributable in such circumstances shall be
     payable, shall be given by first class mail, postage pre-paid, not less
     than 30 nor more than 60 days prior to the payment date stated therein, to
     each record holder of the Series A Preferred Units (other than the General
     Partner) at the respective addresses of such holders as the same shall
     appear on the unit transfer records of the Partnership.

e.   In determining whether a distribution (other than upon voluntary or
     involuntary liquidation), by distribution, redemption or other acquisition
     of units of the Partnership or otherwise, is permitted under Delaware law,
     amounts that would be needed, if the Partnership were to be dissolved at
     the time of the distribution, to satisfy the preferential rights upon
     dissolution of holders of Series A Preferred Units will not be added to the
     Partnership's total liabilities.

     6.   REDEMPTION.

          a.   RIGHT OF OPTIONAL REDEMPTION. The Series A Preferred Units are
               not redeemable prior to December 16, 2003.  On and after
               December 16, 2003, the Partnership, at its option and upon not
               less than 30 nor more than 60 days written notice, may redeem the
               Series A Preferred Units, in whole or in part, at any time or
               from time to time, for cash at a redemption price of $25.00 per
               Series A Preferred Unit, plus all accrued and unpaid
               distributions thereon to the date fixed for redemption (except as
               provided in Section 5(c) below), without interest.  If less than
               all of the outstanding Series A Preferred Units are to be
               redeemed, the Series A Preferred Units to be redeemed shall be
               selected pro rata (as nearly as may be practicable without
               creating fractional units) or by any other equitable method
               determined by the Partnership.

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          b.   LIMITATIONS ON REDEMPTION.

               i.   The redemption price of the Series A Preferred Units (other
                    than the portion thereof consisting of accrued and unpaid
                    distributions) is payable solely out of the contribution to
                    the Partnership by GLREIT of the sale proceeds of other
                    shares of beneficial interest of GLREIT, which may include
                    other series of Preferred Shares, and from no other source.
                    For purposes of the preceding sentence, "shares of
                    beneficial interest" means any equity securities (including
                    Common Shares and Preferred Shares), shares, interest,
                    participation or other ownership interests (however
                    designated) and any rights (other than debt securities
                    convertible into or exchangeable for equity securities) or
                    options to purchase any of the foregoing.

               ii.  Unless full cumulative distributions on all Series A
                    Preferred Units shall have been or contemporaneously are
                    declared and paid or declared and a sum sufficient for the
                    payment thereof set apart for payment for all past
                    distribution periods and the then current distribution
                    period, no Series A Preferred Units shall be redeemed unless
                    all outstanding Series A Preferred Units are simultaneously
                    redeemed, and the Partnership shall not redeem any Series A
                    Preferred Units (except by exchange for Units of the
                    Partnership ranking junior to the Series A Preferred Units
                    as to distributions and upon liquidation); PROVIDED,
                    HOWEVER, that the foregoing will not prevent the redemption
                    of Series A Preferred Units pursuant to a purchase or
                    exchange offer made on the same terms to holders of all
                    outstanding Series A Preferred Units.

          c.   RIGHTS TO DISTRIBUTIONS ON SHARES CALLED FOR REDEMPTION.
               Immediately prior to any redemption of Series A Preferred Units,
               the Partnership shall pay, in cash, any accumulated and unpaid
               distributions through the redemption date, unless a redemption
               date falls after a Series A Partnership Record Date and prior to
               the corresponding Series A Partnership Distribution Payment Date,
               in which case each holder of Series A Preferred Units at the
               close of business on such Series A Partnership Record Date shall
               be entitled to the distribution payable on such shares on the
               corresponding Series A Partnership Distribution Payment Date
               notwithstanding the redemption of such shares before such Series
               A Partnership Distribution Payment Date. Except as provided
               above, the Partnership will make no payment or allowance for
               unpaid distributions, whether or not in arrears, on Series A
               Preferred Units that are redeemed.

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          d.   PROCEDURES FOR REDEMPTION.

               i.   Notice of redemption will be mailed by the Partnership,
                    postage prepaid, not less than 30 nor more than 60 days
                    prior to the redemption date, addressed to the respective
                    holders of record of the Series A Preferred Units (other
                    than the General Partner) to be redeemed at their respective
                    addresses as they appear on the unit transfer records of the
                    Partnership.  No failure to give such notice or any defect
                    therein or in the mailing thereof shall affect the validity
                    of the proceedings for the redemption of any Series A
                    Preferred Units except as to the holder to whom notice was
                    defective or not given.

               ii.  Such notice shall state: (A) the redemption date; (B) the
                    redemption price; (C) the number of Series A Preferred Units
                    to be redeemed; (D) the place or places where the Series A
                    Preferred Units are to be surrendered for payment of the
                    redemption price; and (E) that distributions on the units to
                    be redeemed will cease to accrue on such redemption date. 
                    If less than all of the Series A Preferred Units held by any
                    holder are to be redeemed, the notice mailed to such holder
                    shall also specify the number of Series A Preferred Units
                    held by such holder to be redeemed.

               iii. If notice of redemption of any Series A Preferred Units has
                    been given and if the funds necessary for such redemption
                    have been set aside by the Partnership in trust for the
                    benefit of the holders of any Series A Preferred Units so
                    called for redemption, then from and after the redemption
                    date distributions will cease to accrue on such Series A
                    Preferred Units, such Series A Preferred Units shall no
                    longer be deemed outstanding and all rights of the holders
                    of such units will terminate, except the right to receive
                    the redemption price.  Holders of Series A Preferred Units
                    to be redeemed shall surrender such Series A Preferred Units
                    at the place designated in such notice and, upon surrender
                    in accordance with said notice of the certificates
                    evidencing Series A Preferred Units so redeemed (properly
                    endorsed or assigned for transfer, if the Partnership shall
                    so require and the notice shall so state), such Series A
                    Preferred Units shall be redeemed by the Partnership at the
                    redemption price plus any accrued and unpaid distributions
                    payable upon such redemption.  In case less than all the
                    Series A Preferred Units evidenced by any such certificate
                    are redeemed, a new certificate or certificates shall be
                    issued 

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                    evidencing any unredeemed Series A Preferred Units without
                    cost to the holder thereof.

               iv.  The deposit of funds with a bank or trust corporation for
                    the purpose of redeeming Series A Preferred Units shall be
                    irrevocable except that:

                    (A)  the Partnership shall be entitled to receive from such
                         bank or trust corporation the interest or other
                         earnings, if any, earned on any money so deposited in
                         trust, and the holders of any shares redeemed shall
                         have no claim to such interest or other earnings; and

                    (B)  any balance of monies so deposited by the Partnership
                         and unclaimed by the holders of the Series A Preferred
                         Units entitled thereto at the expiration of two years
                         from the applicable redemption dates shall be repaid,
                         together with any interest or other earnings thereon,
                         to the Partnership, and after any such repayment, the
                         holders of the shares entitled to the funds so repaid
                         to the Partnership shall look only to the Partnership
                         for payment without interest or other earnings.

     7.   The Series A Preferred Units are not convertible into or exchangeable
for any other property or securities of the Partnership.

     8.   Except as set forth above, no other provision of the Partnership
Agreement shall be affected, amended or modified except to the extent necessary
to conform to the above amendment.  Unless defined herein, all capitalized terms
used herein shall have the definitions provided to such terms in the Partnership
Agreement.

     9.   The foregoing amendment has been approved by GLREIT, in its capacity
as the General Partner of the Partnership without the consent of the Limited
Partners, in accordance with the provisions of Section 13.1 of the Partnership
Agreement.

[Signature Page Follows]

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     IN WITNESS WHEREOF, GLREIT has executed this Fourth Amendment to the
Partnership Agreement as of the date first above written.


                                        GREAT LAKES REIT



                                        By:    James Hicks
                                             ------------------------------
                                        Name:  James Hicks
                                        Title: Senior Vice President