UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-Q


(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended March 31, 2002

                                       OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from                  to

     Commission File Number:                      333-59541


                      GREAT LAKES ACQUISITION CORPORATION
            (Exact name of registrant as specified in its charter)

            DELAWARE                                    76-0576974
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)

551 Fifth Avenue, Suite 3600, New York, New York           10176
(Address of principal executive office)                  (Zip Code)

                                (212) 370-5770
             (Registrant's telephone number, including area code)

                                Not Applicable
                   (Former name, former address and former
                   fiscal year, if changed since last report)

       Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
                              Yes [X]  No [  ].
<PAGE> 1 of 16
<TABLE>
                      GREAT LAKES ACQUISITION CORPORATION

FORM 10-Q                                                       March 31, 2002
                                   CONTENTS
<CAPTION>
                                                                      Page No.
<S>                                                                       <C>
PART I. FINANCIAL INFORMATION

 Item 1.  Financial Statements

          Condensed Consolidated Balance Sheets -
          December 31, 2001 and March 31, 2002. . . . . . . . . . . . . . 3

          Condensed Consolidated Statements of Operations -
          For the three months ended March 31, 2001 and 2002. . . . . . . 4

          Condensed Consolidated Statements of Stockholders' Equity -
          For the three months ended March 31, 2002 . . . . . . . . . . . 5

          Condensed Consolidated Statements of Cash Flows -
          For the three months ended March 31, 2001 and 2002. . . . . . . 6

          Notes to Condensed Consolidated Financial Statements. . . . . . 7

 Item 2.  Management's Discussion and Analysis of
          Financial Condition and Results of Operations . . . . . . . . .11

PART II. OTHER INFORMATION

 Item 1.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . 15

 Item 2.  Changes in Securities. . . . . . . . . . . . . . . . . . . . . 15

 Item 3.  Defaults Upon Senior Securities. . . . . . . . . . . . . . . . 15

 Item 4.  Submission of Matters to a Vote of Security Holders. . . . . . 15

 Item 5.  Other Information. . . . . . . . . . . . . . . . . . . . . . . 15

 Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 15
</TABLE>
<PAGE> 2 of 16
                        PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
<TABLE>
                         Great Lakes Acquisition Corp.
                               and Subsidiaries
                     Condensed Consolidated Balance Sheets

                (In thousands, except share and per share data)
<CAPTION>
                                                                 (Unaudited)
                                                   December 31,    March 31
                                                       2001          2002
                                                     --------      --------
<S>                                                  <C>           <C>
Assets
Current assets:
 Cash and cash equivalents                           $ 12,186      $ 12,217
 Restricted cash                                       10,414             -
 Accounts receivable-net of allowance for doubtful
  accounts of $600 in 2001 and 2002                    27,452        26,474
 Inventories                                           46,614        63,456
 Prepaid expenses and other current assets              3,767        14,098
                                                     --------      --------
        Total current assets                          100,433       116,245

Property, plant and equipment, net                    177,467       193,573

Goodwill, net of accumulated amortization
  of $16,156 in 2001 and 2002                         162,799       162,799
Capitalized financing costs                            11,138        11,279
Other assets                                            1,971         1,656
                                                     --------      --------
Total assets                                         $453,808      $485,552
                                                     ========      ========

Liabilities and stockholders' equity
Current liabilities:
 Accounts payable                                    $ 12,818      $ 14,367
 Accrued expenses                                      18,835         9,602
 Income taxes payable                                     809         3,073
 Current portion of long-term debt                     19,578        34,007
                                                     --------      --------
        Total current liabilities                      52,040        61,049

Long-term debt, less current portion                  263,135       284,665
Other long-term liabilities                             9,764         9,200
Deferred taxes                                         46,943        46,561

Stockholders' equity:
 Common Stock, par value $0.01 per share;
  authorized 92,000 shares, issued and
  outstanding 65,950 shares                                 1             1
 Additional paid-in capital                            65,949        65,949
 Retained earnings                                     18,112        20,263
 Accumulated other comprehensive loss                  (2,136)       (2,136)
                                                     --------      --------
        Total stockholders' equity                     81,926        84,077
                                                     --------      --------
Total liabilities and stockholders' equity           $453,808      $485,552
                                                     ========      ========
<FN>
See accompanying notes.
</TABLE>
<PAGE> 3 of 16
<TABLE>
                         Great Lakes Acquisition Corp.
                               and Subsidiaries
                Condensed Consolidated Statements of Operations

                                (Unaudited)
<CAPTION>
                                                 Three Months Ended March 31,
                                                     2001            2002
                                                  ---------       ---------
                                                       (In thousands)
<S>                                               <C>             <C>
Net sales                                         $  65,762       $  52,934
Cost of goods sold                                   51,361          42,571
                                                  ---------       ---------
        Gross profit                                 14,401          10,363

Selling, general and administrative expenses          4,560           2,944
                                                  ---------       ---------
        Operating income                              9,841           7,419

Other income (expense):
 Interest, net                                       (7,597)         (7,604)
 Other, net                                             248           5,546
                                                  ---------       ---------
                                                     (7,349)         (2,058)

        Income before income taxes and
          extraordinary item                          2,492           5,361

Income taxes                                          1,374           3,210
                                                  ---------       ---------
        Income before extraordinary item              1,118           2,151

Extraordinary gain on early extinguishment
  of debt, net of tax expense of $2,073               3,850               -
                                                  ---------       ---------
Net income                                        $   4,968       $   2,151
                                                  =========       =========
<FN>
See accompanying notes.
</TABLE>
<PAGE> 4 of 16
<TABLE>
                         Great Lakes Acquisition Corp.
                               and Subsidiaries
           Condensed Consolidated Statement of Stockholders' Equity

                                (Unaudited)
<CAPTION>
                                                          Accumulated
                                                             Other     Total
                                         Add'l              Compre-    Stock-
                              Common    Paid-in   Retained  hensive   holders'
                               Stock    Capital   Earnings   Loss      Equity
                             --------- --------- --------- --------- ---------
                                               (In thousands)
<S>                          <C>       <C>       <C>       <C>       <C>
Balance at December 31, 2001 $      1  $ 65,949  $ 18,112  $ (2,136) $ 81,926
Net income                          -         -     2,151         -     2,151
                             --------- --------- --------- --------- ---------
Balance at March 31, 2002    $      1  $ 65,949  $ 20,263  $ (2,136) $ 84,077
                             ========= ========= ========= ========= =========
<FN>
See accompanying notes.
</TABLE>
<PAGE> 5 of 16
<TABLE>
                         Great Lakes Acquisition Corp.
                               and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows

                                (Unaudited)
<CAPTION>
                                                 Three Months Ended March 31,
                                                     2001            2002
                                                  --------        --------
                                                        (In thousands)
<S>                                               <C>             <C>
Operating activities
Net income                                        $  4,968        $  2,151
Adjustments to reconcile net income to net
 cash provided by operating activities:
  Depreciation and amortization                      6,114           5,101
  Deferred taxes                                     1,625            (382)
  Gain on disposal of fixed asset                        -          (2,733)
  Extraordinary gain on extinguishment of debt      (3,850)              -
   Changes in operating assets and liabilities:
    Restricted cash                                      -          10,414
    Accounts receivable                             (2,887)            978
    Inventories                                      1,205          (1,109)
    Prepaid expenses and other current assets         (744)        (10,331)
    Income taxes payable                            (2,375)        (11,030)
    Accounts payable and accrued expenses            3,306           2,264
    Other, net                                          91            (356)
                                                  --------        --------
Net cash provided (used) by operating activities     7,453          (5,033)

Investing activities
 Capital expenditures                                 (575)           (766)
 Proceeds from disposal of fixed asset                   -           3,000
 Acquisition of Baton Rouge plant                        -         (32,387)
                                                  --------        --------
Net cash used in investing activities                 (575)        (30,153)

Financing activities
 Repayment of long-term debt                        (5,874)         (2,766)
 Additions to long-term debt                           834          38,725
 Capitalized financing costs                             -            (742)
                                                  --------        --------
Net cash (used) provided by financing activities    (5,040)         35,217
                                                  --------        --------
Increase in cash and cash equivalents                1,838              31
Cash and cash equivalents at beginning of period    11,239          12,186
                                                  --------        --------
Cash and cash equivalents at end of period        $ 13,077        $ 12,217
                                                  ========        ========
<FN>
See accompanying notes.
</TABLE>
<PAGE> 6 of 16
                         Great Lakes Acquisition Corp.
                               and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                March 31, 2002
                                 (Unaudited)


1.  Organization and Basis of Presentation

Great Lakes Acquisition Corp. (the "Company") through its wholly-owned
operating subsidiary, Great Lakes Carbon Corporation ("GLC"), is the largest
producer of calcined petroleum coke ("CPC") supplying customers principally in
the aluminum industry.  It is 98.56% owned by American Industrial Capital Fund
II, L.P. ("AIP").

Certain prior year amounts have been reclassified to conform to current year
presentation.

The accompanying unaudited consolidated financial statements have been prepared
in accordance with Article 10 of Regulation S-X and, therefore, do not include
all information and footnotes necessary for a fair presentation of financial
position, results of operations, and cash flows in conformity with generally
accepted accounting principles.  The information furnished reflects all
adjustments (consisting of normal recurring adjustments) which are, in the
opinion of management, necessary for a fair summary of the results of
operations.  These financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's Form 10-K,
File No. 333-59541.

2.  Accounting Pronouncements

Business Combinations

In July 2001, the FASB issued SFAS No. 141, "Business Combinations".  SFAS
No. 141 requires the purchase method of accounting for business combinations
initiated after June 30, 2001 and eliminates the pooling-of-interests method.
The adoption of SFAS No. 141 did not have a significant impact on the Company's
financial statements.

Goodwill and Other Intangible Assets

In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets", which is effective January 2002.  SFAS No. 142 requires, among other
things, the discontinuance of goodwill amortization.  In addition, the standard
includes provisions for the reclassification of certain existing recognized
intangibles, such as goodwill, reassessment of the useful lives of existing
recognized intangibles, reclassification of certain intangibles out of
previously reported goodwill and the identification of reporting units for
purposes of assessing potential future impairments of goodwill.  SFAS No. 142
also requires the Company to complete a transitional goodwill impairment test
six months from the date of adoption.  The Company is currently assessing, but
has not yet determined, the impact that adoption of SFAS No. 142 may have on
its financial position and results of operations.  If effective January 1,
2001, there would have been a reduction of goodwill amortization expense of
approximately $4,474,000 in 2001; $1,118,000 for the three months ended
March 31, 2001.
<PAGE> 7 of 16
                         Great Lakes Acquisition Corp.
                               and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                March 31, 2002
                                 (Unaudited)


Accounting for Asset Retirement Obligations

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations", which is effective January 2002.  SFAS No. 143 establishes
accounting standards for the recognition and measurement of a liability for and
asset retirement obligation and associated asset retirement cost.  The adoption
of SFAS No. 143 did not have a material impact on the Company's financial
statements.

Accounting for the Impairment or Disposal of Long-Lived Assets

In August 2001, the FASB SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", which is effective January 2003.  SFAS No. 144
addresses financial accounting and reporting for the impairment or disposal of
long-lived assets.  This statement supersedes SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of",
and the accounting and reporting provisions of Accounting Principals Board
Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions", for the disposal of a business
(as defined in that Opinion).  This statement also amends Account Research
Bulletin No. 51, "Consolidated Financial Statements", to eliminate the
exception to consolidation for a subsidiary for which control is likely to be
temporary.  While the impact of SFAS No. 144 is still being evaluated, the
Company does not believe that the adoption of this Statement will have a
material impact on its financial statements.

3.  Restricted Cash

Funds that are legally restricted as to withdrawal or usage are shown as
restricted cash.  At December 31, 2001, $10,414,000 were set aside under an
escrow agreement with AIP to settle a finders fee claim arising from the
acquisition of the Company in 1998.  On March 22, the claim was settled and
paid for approximately $10,300,000.

4.  Inventories

Inventories are as follows:

                                       December 31,      March 31,
                                          2001             2002
                                       ---------        ---------
                                             (In thousands)

     Raw materials                     $  24,696        $  35,837
     Finished goods                       14,307           19,444
     Supplies and spare parts              7,611            8,175
                                       ---------        ---------
                                       $  46,614        $  63,456
                                       =========        =========

5.  Prepaid expenses and other current assets

At March 31, 2002, prepaid expenses and other current assets included a
receivable estimated at approximately $10,648,000 representing a working
capital related purchase price adjustment due in connection with the
acquisition of the Baton Rouge Plant.

6.  Accrued Expenses

Accrued expenses included interest payable and employee profit sharing payable
of $177,000 and $1,390,000 at December 31, 2001 and $519,000 and $17,000 at
March 31, 2002, respectively.

7.  Long-Term Debt

At March 31, 2002, approximately 61% of the outstanding 13 1/8% Senior Discount
Debentures had been purchased by GLC with the intention of holding them to
maturity.  The Company's obligation with respect to the Debentures is shown net
of the amount held by GLC.
<PAGE> 8 of 16
                         Great Lakes Acquisition Corp.
                               and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                March 31, 2002
                                 (Unaudited)


8.  Financial Information Relating to Segments

The Company has three reportable business segments.

  Anode Grade CPC-is produced and marketed directly to primary aluminum
  smelters worldwide for use as the principal raw material in the production
  of carbon anodes, a key component in the aluminum smelting process.

  Industrial Grade CPC-is produced and marketed for use in a variety of non-
  aluminum, industrial applications, including as a raw material in the
  production of titanium dioxide, as a recarburizer (carbon additive) in the
  manufacture of steel and foundry products and for use in other specialty
  materials and chemicals markets.

  RPC Trading-involves the worldwide marketing of raw petroleum coke ("RPC")
  for use as the raw material in the production of CPC and as a fuel source in
  a variety of other industrial applications.

The production and distribution of CPC, which is the focus of the first two
units, is accomplished utilizing the same process, plant facilities and
operating assets.  The RPC trading business, as conducted by the Company,
generally involves the use of such assets on a limited basis. Accordingly,
the Company does not segregate, or otherwise account for, the assets by
segments.

-----------------------------------------------------------------------------
                         Quarter ended March 31, 2001
-----------------------------------------------------------------------------
                           Anode    Industrial
                           Grade      Grade        RPC
                            CPC        CPC       Trading   Other     Total
                        ---------- ---------- ---------- --------- ----------
                                           (In thousands)
  Net sales             $  46,301  $  13,501  $   5,233  $    727  $  65,762
  Cost of goods sold       34,978      9,871      4,782     1,730     51,361
                        ---------- ---------- ---------- --------- ----------
  Segment Profit        $  11,323  $   3,630  $     451  $ (1,003)    14,401
                        ========== ========== ========== =========
  Selling, general and
   administrative expenses                                            (4,560)
  Interest expense, net                                               (7,597)
  Other income (expense)                                                 248
                                                                   ----------
  Income before income taxes                                       $   2,492
                                                                   ==========

-----------------------------------------------------------------------------
                         Quarter ended March 31, 2002
-----------------------------------------------------------------------------
                           Anode    Industrial
                           Grade      Grade       RPC
                            CPC        CPC      Trading    Other     Total
                        ---------- ---------- ---------- --------- ----------
                                           (In thousands)
  Net sales             $  39,491  $   8,427  $   4,532  $    484  $  52,934
  Cost of goods sold       32,904      6,690      3,834      (857)    42,571
                        ---------- ---------- ---------- --------- ----------
  Segment Profit        $   6,587  $   1,737  $     698  $  1,341     10,363
                        ========== ========== ========== =========
  Selling, general and
   administrative expenses                                            (2,944)
  Interest expense, net                                               (7,604)
  Other income (expense)                                               5,546
                                                                   ----------
  Income before income taxes                                       $   5,361
                                                                   ==========
<PAGE> 9 of 16
                         Great Lakes Acquisition Corp.
                               and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                March 31, 2002
                                 (Unaudited)


9.  Acquisition

On March 27, 2002, the Company purchased a calcining facility located in Baton
Rouge, LA (the "Baton Rouge Plant") from Alcoa, Inc. ("Alcoa") for $43 million,
subject to a purchase price adjustment based upon a $23 million working capital
guarantee.  The transaction was financed by two $10 million promissory notes
bearing interest at 5% per annum payable to Alcoa in November 2002 and May
2003, incremental term loan borrowings under the Company's existing syndicated
senior secured credit facility of $12 million and cash on-hand of $11 million.
The addition of the Baton Rouge Plant, which can produce up to 700,000 tons per
year of CPC, will increase the Company's total operating capacity from 1.6
million tons to 2.3 million tons, thereby solidifying its position as CPC
industry leader.

No results for the Baton Rouge Plant were included in statement of operations
for the three months ended March 31, 2002 since the transaction closed at the
end of the quarter.  The purchase price, net of the expected working capital
adjustment, was allocated based on the estimated fair values of the assets
acquired and liabilities assumed.  The Company is in the process of obtaining
an independent appraisal of the fair values in question, therefore, the
allocation of the purchase price is subject to refinement.  No goodwill was
established in connection with this acquisition.

The unaudited pro forma information set forth below, developed as though the
acquisition had been completed as of the beginning of the periods shown,
reflects adjustments to interest expense (for borrowings required to finance
the acquisition and certain changes to the terms of existing debt
arrangements), depreciation and amortization expense (set to reflect the new
accounting base of the assets recorded) and income tax effect based upon the
Company's historical effective rates.

                                                 Three Months Ended March 31,
                                                     2001            2002
                                                  ---------       ---------
                                                       (In thousands)
Net sales                                         $  91,475       $  78,681
Income before income taxes and extraordinary item     3,083           4,946
Net income                                            5,233           1,984

The pro forma information, as presented here, is not indicative of the results
that would have been obtained had the transaction occurred on January 1, 2001
or 2002, nor should it be considered indicative of future results.  It gives
effect only to the adjustments noted above, and does not reflect management's
estimate of potential cost savings or other benefits arising from the
acquisition.

10.  Extraordinary Item

The quarter ended March 31, 2001 reflects an extraordinary gain related to the
repurchase of the Company's debt of approximately $3,850,000 (net of income tax
expenses of $2,073,000).
<PAGE> 10 of 16

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

General

        This Form 10-Q contains certain forward-looking statements, including,
without limitation, statements concerning the Company's future financial
position, business strategy, budgets, projected costs and plans and objectives
of management for future operations. These forward-looking statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995.  Forward-looking statements generally can be identified by
the use of forward-looking terminology such as may, will, expect, intend,
estimate, anticipate, believe, should, plans or continue, or the negative
thereof or variations thereon or similar terminology.  Although the Company
believes that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to have
been correct. These forward-looking statements are subject to a number of risks
and uncertainties, including, the factors discussed in the Company's filings
with the Securities and Exchange Commission. Actual results could differ
materially from these forward-looking statements.

        Through its wholly-owned operating subsidiary, Great Lakes Carbon
Corporation ("GLC"), the Company is the world's largest producer of calcined
petroleum coke ("CPC").  The Company produces anode grade CPC, which is the
principal raw material used in the production of carbon anodes used in primary
aluminum production, and industrial grade CPC, which is used in a variety of
specialty metals and materials applications.  CPC is produced from raw
petroleum coke ("RPC") utilizing a high temperature, rotary kiln process
developed by the Company in the 1930's.  RPC is a by-product of the petroleum
refining process and constitutes the largest single component of the Company's
cost of goods sold.  The Company's principal source of revenues and profits are
sales of anode grade CPC to the aluminum industry.  Historically, the Company's
profitability has been primarily a function of its CPC sales volumes, CPC
pricing and the cost of RPC.

        On March 27, 2002, the Company purchased a calcining facility located
in Baton Rouge, LA (the "Baton Rouge Plant") from Alcoa, Inc. ("Alcoa") for $43
million, subject to a purchase price adjustment based upon a $23 million
working capital guarantee.  The transaction was financed by two $10 million
promissory notes bearing interest at 5% per annum payable to Alcoa in November
2002 and May 2003, incremental term loan borrowings under the Company's
existing syndicated senior secured credit facility of $12 million and cash on-
hand of $11 million.
        The addition of the Baton Rouge Plant, which can produce up to 700,000
tons per year of CPC, will increase the Company's total operating capacity from
1.6 million tons to 2.3 million tons .
        The Baton Rouge Plant, situated on 55 acres of owned property, has four
kilns and can receive and ship material by truck or rail and has ready access
to barge or ocean-going vessel transportation.  It is operated by a workforce
numbering 61 at March 31, 2002, including 43 hourly employees covered by an
interim collective bargaining agreement with the United Steelworkers of
America which expires on September 30, 2002.

        As used in this document, Adjusted EBITDA represents operating income
before depreciation and AIP fees and expenses.  Adjusted EBITDA should not be
considered a substitute for net income, cash flow from operating activities or
other cash flow statement data prepared in accordance with generally accepted
accounting principles or as an alternative to net income as an indicator of
operating performance or cash flows as a measure of liquidity.  Adjusted EBITDA
is presented here only to provide additional information with respect to the
Company's ability to satisfy debt service.  While Adjusted EBITDA is frequently
used by management as a measure of operations and the ability to meet debt
service requirements, it is not necessarily comparable to other similarly
titled captions of other companies due to potential inconsistencies in the
method of calculation.
<PAGE> 11 of 16

Results of Operations

Three Months Ended March 31, 2002 vs. Three Months Ended March 31, 2001

        The Company's net sales for the quarter ended March 31, 2002 decreased
19.5% to $52.9 million from $65.8 million in the comparable 2001 period.  Net
sales of anode grade CPC decreased 14.7% to $39.5 million, net sales of
industrial grade CPC decreased 37.6% to $8.4 million and net sales of RPC
decreased 13.4% to $4.5 million.
        The decrease in anode grade CPC net sales was primarily the result
of a 15.5% decrease in sales volume to 260,837 tons only slightly offset by a
0.9% increase in average per ton selling prices.  The decrease in sales volume
was primarily attributable to a combination of reduced aluminum demand and a
back-heavy shipments schedule in 2002.
        The decrease in industrial grade CPC net sales was the result of a
37.5% decrease in sales volume to 64,034, principally due to a decline in
shipments to the titanium dioxide market.
        The decrease in RPC net sales was primarily the result of an 18.3%
decrease in sales volume to 66,264 tons offset somewhat by a 6.1% increase in
average per ton selling prices.  Greater consumption by the Company of the RPC
subject to resale reduced the quantity of product available for marketing to
third parties.  The purchase of the Baton Rouge Plant, which has historically
consumed this product, is expected to significantly reduce the level of RPC
trading business in the future.
        The Company's gross profit for the first quarter decreased by 28.0% to
$10.4 million from $14.4 million in 2001.  The decrease in gross profit was
due to the 19.5% decline in sales discussed above that was only partially
offset by a 17.1% decrease in cost of goods sold.  The decrease in cost of
goods sold was primarily the result of lower sales volume offset partially by
higher average per ton raw material costs.  Tight anode grade RPC supply,
particularly in the United States Gulf coast, continues to impact RPC costs.
        Operating income decreased 24.6% to $7.4 million from $9.8 million in
the prior year quarter.  The decrease in operating income was due to the
decrease in gross profit discussed above offset by a 35.4% decrease in selling,
general and administrative expenses.  The decrease in selling, general and
administrative expenses was primarily the result of the elimination of goodwill
amortization expense (in accordance with Financial Accounting Standards Board
("FASB") Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets") and lower commission and travel and
entertainment expenses.

        Income before income taxes increased 115.1% to $5.4 million from $2.5
million in the comparable 2001 period.  The improvement was due to an increase
in other income offset by the decline in operating income discussed above.  The
increase in other income was due mainly to a gain on the sale of a storage
shed, which had been leased to the buyer since the 1980's, and foreign currency
exchange gains related to devaluation of the Argentine peso.
        The Company's effective tax rate increased to 59.9% from 55.1% in the
2001 period mainly as a result of the tax effects of foreign operations.
        An extraordinary gain related to the repurchase of debt of
approximately $3,850,000 (net of income tax expense of $2,073,000) was
recognized during the 2001 quarter with no current year equivalent.
        As a result of the factors discussed above, net income for the quarter
ended March 31, 2002 decreased 56.7% to $2.2 million from $5.0 million in 2001.
        Adjusted EBITDA for the first quarter decreased 21.2% to $12.5 million
from $15.8 million in 2001 due to the decrease in operating income discussed
above and a decrease to the add-back adjustment for depreciation/amortization
of $1.0 million (mainly due to the elimination of goodwill amortization as
previously noted).
<PAGE> 12 of 16

Liquidity and Capital Resources

        The Company's liquidity requirements are primarily for debt service,
capital expenditures and general working capital needs.  The timing of
inventory receipts and product shipments, all of which are essentially U.S.
dollar-denominated transactions, can have a substantial impact on the Company's
working capital requirements.  Capital investments generally relate to facility
maintenance and projects to improve plant throughput and product quality.  It
is anticipated that capital investments for 2002 will be approximately $5.0
million.
        Pursuant to the terms of the 10 1/4% Senior Subordinated Notes
Indenture the Company may, at its option, through May 15, 2003, make up to four
semiannual interest payments through the issuance of additional notes in an
amount equal to the interest that would be payable if the rate per annum of the
Notes were equal to 11 3/4%.  Thus far the Company has exercised its pay-in-
kind option in connection with the November 15, 2001, May 15, 2002 and
November 15, 2002 payments, and, as a condition to obtaining incremental term
loan financing for the Baton Rouge Plant acquisition under its existing credit
agreement, further discussed below, has committed to make the May 15, 2003
interest payment through the issuance of additional notes.
        On March 27, 2002, the Company secured incremental term loans under
each of its three existing single tranche loans maturing on May 31, 2004, 2005
and 2006 in the amount of $9.0 million, $1.5 million and $1.5 million,
respectively, in order to finance the acquisition of the Baton Rouge Plant.
The incremental loans amortize and mature in conformity with the terms of the
tranches to which they were added.  At the close of the Baton Rouge Plant
transaction, the amount payable under each such tranche was $30.8 million,
$25.1 million and $24.3 million, respectively.  In consideration for the
issuance of the incremental term loans, credit facility interest rate margins
were increased between 1.25% to 1.50%.
        The Company expects to meet its liquidity needs, including debt
service, through cash from operations, its revolving credit facility and the
issuance of additional pay-in-kind notes.  The revolving credit facility
provides for borrowings of up to $25.0 million, including a $10.0 million sub-
limit for letters of credit.  As of May 10, 2002, no funds had been drawn
down, and approximately $0.9 million in letters of credit were outstanding
under this facility.
        The Company or its affiliates may, from time to time, depending on
liquidity and market and economic conditions, purchase in open-market
transactions its 13 1/8% Senior Discount Debentures or the 10 1/4% Senior
Subordinated Notes issued by GLC.
<PAGE> 13 of 16

New Accounting Pronouncements

        In July 2001, the FASB issued SFAS No. 141, "Business Combinations".
SFAS No. 141 requires the purchase method of accounting for business
combinations initiated after June 30, 2001 and eliminates the pooling-of-
interests method. The adoption of SFAS No. 141 did not have a significant
impact on the Company's financial statements.

        In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets", which is effective January 2002.  SFAS No. 142 requires,
among other things, the discontinuance of goodwill amortization.  In addition,
the standard includes provisions for the reclassification of certain existing,
recognized intangibles, such as goodwill, reassessment of the useful lives of
existing recognized intangibles, reclassification of certain intangibles out of
previously reported goodwill and the identification of reporting units for
purposes of assessing potential future impairments of goodwill.  SFAS No. 142
also requires the Company to complete a transitional goodwill impairment test
six months from the date of adoption.  The Company is currently assessing, but
has not yet determined, the impact that adoption of SFAS No. 142 may have on
its financial position and results of operations.  If effective January 1,
2001, there would have been a reduction of goodwill amortization expense of
approximately $4,474,000 in 2001; $1,118,000 for the three months ended
March 31, 2001.

        In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations", which is effective January 2002.  SFAS No. 143
establishes accounting standards for the recognition and measurement of a
liability for and asset retirement obligation and associated asset retirement
cost.  The adoption of SFAS No. 143 did not have a material impact on the
Company's financial statements.

        In August 2001, the FASB SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets", which is effective January 2003.  SFAS
No. 144 addresses financial accounting and reporting for the impairment or
disposal of long-lived assets.  This statement supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of", and the accounting and reporting provisions of Accounting
Principals Board Opinion No. 30, "Reporting the Results of Operations-Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions", for the disposal of a
business (as defined in that Opinion).  This statement also amends Account
Research Bulletin No. 51, "Consolidated Financial Statements", to eliminate the
exception to consolidation for a subsidiary for which control is likely to be
temporary.  While the impact of SFAS No. 144 is still being evaluated, the
Company does not believe that the adoption of this Statement will have a
material impact on its financial statements.
<PAGE> 14 of 16

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

  Refer to the Company's annual report on form 10K dated April 1, 2002.

Item 2.   Change in Securities

  Not applicable.

Item 3.   Defaults Upon Senior Securities

  Not applicable.

Item 4.   Submission of Matters to a Vote of Security Holders

  Not applicable.

Item 5.   Other Information

  Not applicable.

Item 6.   Exhibits and Reports on Form 8-K

  (a)  List of Exhibits:

  Exhibit
  Number  Description
  ------- -------------------------------------------------------------------
  *10.3a  Calcined Coke Supply Agreement between GLC and Aluminum Company of
          America.  (Replaces 10.3 filed previously) (Included herewith)
   10.8   Asset Purchase Agreement between GLC and Reynolds Metals Company
          dated March 27, 2002 (Included herewith)
  ------------
  *  Filed in connection with an application for confidential treatment
     pursuant to Rule 406 of the Securities Act.
  ------------

  (b)  Reports on Form 8-K

  The Company filed no reports on Form 8-K with the Commission during
  the three months ended March 31, 2002.
<PAGE> 15 of 16
                                  SIGNATURES


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

                                                 Great Lakes Acquisition Corp.
Date: 5/10/02                                    By:  /s/JAMES D. MCKENZIE
                                                 -----------------------------
                                                 James D. McKenzie, President
                                                 and Chief Executive Officer
<PAGE> 16 of 16