<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                ---------------

                                  FORM 10-K/A

(Mark One)

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

               For the fiscal year ended December 31, 2000

                                      OR

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

               For the transaction period from _____________ to _____________

                        Commission file number 1-12566

                                ---------------

                              G & L REALTY CORP.
            (Exact name of Registrant as specified in its charter)

                   Maryland                          95-4449388
       (State or other jurisdiction of            (I.R.S. Employer
        incorporation or organization)           Identification No.)

             439 N. Bedford Drive
          Beverly Hills, California                     90210
  (Address of Principal Executive Offices)           (Zip Code)

      Registrant's telephone number, including area code: (310) 273-9930

                                ---------------

          Securities registered pursuant to Section 12(b) of the Act:

                                                     Name of each exchange
         Title of each class                          on which registered
         -------------------                         ---------------------
         Common Stock, $.01 par value               New York Stock Exchange
   Series A Preferred Stock, $.01 par value         New York Stock Exchange
   Series B Preferred Stock, $.01 par value         New York Stock Exchange

          Securities registered pursuant to Section 12(g) of the Act:
                                     None
<PAGE>

     This Annual Report on Form 10-K/A is being filed by G & L Realty Corp. (the
"Company") to amend Part II, Item 6 and Part III, Items 10 through 13 of the
Company's Annual Report on Form 10-K filed on April 2, 2001.

                                    PART II


ITEM 6.  CONSOLIDATED SELECTED FINANCIAL DATA

     The following table sets forth consolidated selected financial and
operating information for the Company for each of the years ended December 31,
2000, 1999, 1998, 1997 and 1996. The following information should be read in
conjunction with all of the financial statements and notes thereto included in
this Form 10-K. This data also should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this Form 10-K. The consolidated selected financial and
operating data as of December 31, 2000, 1999, 1998, 1997 and 1996 and for each
of the years ended December 31, 2000, 1999, 1998, 1997 and 1996 have been
derived from audited financial statements.

<TABLE>
<CAPTION>
                                                                            Year ended December 31,
                                                              ----------------------------------------------------
                                                                2000       1999       1998       1997       1996
                                                              --------   --------   --------   --------   --------
<S>                                                           <C>        <C>        <C>        <C>        <C>
                                                                    (In thousands, except per share amounts)
Operating Data:
---------------
Revenues:
  Rental....................................................   $25,889    $27,928    $24,639    $20,307    $15,796
  Patient revenues..........................................    17,820        ---        ---        ---        ---
  Tenant reimbursements.....................................     1,495      1,275        781        707        728
  Parking...................................................     1,273      1,148      1,501      1,439      1,251
  Interest and loan fees....................................     2,532      2,797      4,517      4,322      6,712
  Net gain on sale of assets................................     1,263        ---        ---        ---        ---
  Other income..............................................       573        398        254        274        549
                                                               -------    -------    -------    -------    -------
    Total revenues..........................................    50,845     33,546     31,692     27,049     25,036
                                                               -------    -------    -------    -------    -------
Expenses:
  Property operations.......................................     7,854      7,569      6,171      6,280      5,696
  Skilled nursing operations................................    16,548        ---        ---        ---        ---
  Depreciation and amortization.............................     6,015      5,690      4,597      3,570      2,773
  Interest..................................................    13,802     12,393      8,683      9,088      9,322
  General and administrative................................     2,892      3,196      2,554      2,044      1,787
  Provision for doubtful accounts, notes and bonds
    receivable..............................................     2,288      2,000      5,603        ---        ---

  Impairment of long-lived assets                                  ---      6,400        ---        ---        ---
  Loss on disposition of real estate........................       ---        ---        ---        ---      4,874
                                                               -------    -------    -------    -------    -------
    Total expenses..........................................    49,399     37,248     27,608     20,982     24,452
                                                               -------    -------    -------    -------    -------
  Income (loss) from operations before minority interests,
    equity in (loss) earnings of unconsolidated affiliates
    and extraordinary (losses) gains........................     1,446     (3,702)     4,084      6,067        584
  Equity in (loss) earnings of unconsolidated affiliates....      (417)      (269)        80      1,195        ---
  Minority interest in consolidated affiliates..............      (182)      (175)      (225)      (156)      (129)
  Minority interest in Operating Partnership................       460      2,202        404       (545)       (65)
                                                               -------    -------    -------    -------    -------
  Income (loss)  before extraordinary gains (losses)........     1,307     (1,944)     4,343      6,561        390
  Extraordinary (losses) gains (net of minority interest)...      (158)      (171)       ---        ---      9,311
                                                               -------    -------    -------    -------    -------
  Net income (loss).........................................   $ 1,149    $(2,115)   $ 4,343    $ 6,561    $ 9,701
                                                               =======    =======    =======    =======    =======
Per share data:.............................................
  Basic:
    Before extraordinary (losses) gains.....................   $ (2.46)   $ (2.44)   $ (0.70)   $  0.91    $  0.10
    Extraordinary (losses) gains............................     (0.07)     (0.04)       ---        ---       2.29
                                                               -------    -------    -------    -------    -------
    Net (loss) income.......................................   $ (2.53)   $ (2.48)   $ (0.70)   $  0.91    $  2.39
                                                               =======    =======    =======    =======    =======
  Fully Diluted:
    Before extraordinary (losses) gains.....................   $ (2.46)   $ (2.44)   $ (0.70)   $  0.89    $  0.09
    Extraordinary (losses) gains............................     (0.07)     (0.04)       ---        ---       2.24
                                                               -------    -------    -------    -------    -------
    Net (loss) income.......................................   $ (2.53)   $ (2.48)   $ (0.70)   $  0.89    $  2.33
                                                               =======    =======    =======    =======    =======
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                       At or for the Year ended December 31,
                                                             --------------------------------------------------------
                                                               2000        1999        1998        1997        1996
                                                             --------    --------    --------    --------    --------
<S>                                                          <C>         <C>         <C>         <C>         <C>
                                                                     (In thousands, except per share amounts)
Cash Flow Data:
---------------
Net cash provided by operating activities.................   $  7,490    $  8,708    $ 12,666    $  9,045    $  5,726
Net cash used in investing activities.....................       (373)    (12,330)    (51,094)    (49,534)    (23,413)
Net cash provided by financing activities.................    (11,871)      9,788      26,198      53,833      17,283

Balance Sheet Data:
-------------------
Land, buildings and improvements, net.....................   $168,280    $180,367    $186,751    $139,082    $ 93,231
Mortgage loans and bonds receivable, net..................     11,244      16,026      12,101      14,098      34,576
Total investments.........................................    179,524     196,393     198,852     153,180     127,807
Total assets..............................................    205,466     232,396     219,499     189,380     135,996
Total debt................................................    158,942     177,371     134,880      95,172     109,025
Total stockholders' equity................................     39,891      51,385      79,584      88,924      22,448

Other Data:
-----------
Ratio of earnings to fixed charges and preferred
 dividends (1)............................................      0.71x       0.53x       0.82x       1.36x       1.59x

Ratio of funds from operations to fixed
  charges and preferred dividends (2).....................      0.91x       0.70x       1.05x       1.77x       1.88x
Ratio of total debt to total market
  capitalization (3)......................................      65.3%       63.8%       50.6%       35.9%       63.8%
Number of properties......................................      40          45          36          25          15
</TABLE>
______________________________
1)   For purposes of these computations, earnings consist of net income plus
     fixed charges. Fixed charges and preferred dividends consist of interest
     expense, capitalized interest, amortization of deferred financing costs and
     preferred dividends paid to preferred stockholders during the period. The
     deficit of earnings to fixed charges and preferred dividends for the years
     ended December 31, 2000, 1999 and 1998 was $6,015,000, $9,327,000 and
     $3,038,000, respectively.
2)   For purposes of these computations, ratio of funds from operations to fixed
     charges consists of FFO as defined in note (1) on page 39 plus fixed
     charges and preferred dividends paid to preferred stock holders during the
     period. Fixed charges and preferred dividends consist of interest expense,
     capitalized interest, amortization of deferred financing costs and
     preferred dividends paid to preferred stockholders during the period. The
     deficit of funds from operations to fixed charges for the years ended
     December 31, 2000 and 1999 was $1,786,000 and $5,966,000, respectively.
3)   Total market capitalization as of the dates presented is long-term debt
     plus the aggregate market value of the Company's Common Stock and Units not
     owned by the Company, assuming one Unit is equivalent in value to one share
     of Common Stock plus the liquidation value of the Preferred Stock
     outstanding.
<PAGE>

                                    PART III


ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


     The following table sets forth certain information with respect to the
directors, based on information furnished to the Company by each such director.


<TABLE>
<CAPTION>
                                                                                    Director
Name                         Age    Position                                        Since
----                         ---    --------                                        --------
<S>                          <C>    <C>                                             <C>
Daniel M. Gottlieb           60     Chief Executive Officer, Co-Chairman            1993
                                      of the Board and Director
Steven D. Lebowitz           60     President, Co-Chairman of the Board and         1993
                                      and Director
Richard L. Lesher            67     Director                                        1993
Leslie D. Michelson          50     Director                                        1995
Charles P. Reilly            58     Director                                        1993
S. Craig Tompkins            50     Director                                        1993
</TABLE>

     The following is a biographical summary of the experience of the directors
of the Company.

     Mr. Gottlieb is the Chief Executive Officer and Co-Chairman of the Board of
the Company and has held these positions since the Company commenced operations
in 1993. Mr. Gottlieb co-founded G&L Development ("G&L Development") in 1976 and
has been a general partner of G&L Development and active in commercial real
estate management and development since that time. Mr. Gottlieb received his
B.A. with honors from the University of Southern California and earned a J.D.
from Boalt Hall School of Law at the University of California at Berkeley. Prior
to forming G&L Development, Mr. Gottlieb first served as a Los Angeles County
Deputy District Attorney and later entered private practice specializing in real
estate law and business management. Mr. Gottlieb has also served on the Board of
Directors of the United States Chamber of Commerce, Washington, D.C. since
February 1996.

     Mr. Lebowitz is the President and Co-Chairman of the Board of the Company
and has held these positions since the Company commenced operations in 1993. Mr.
Lebowitz is the co-founder and a general partner of G&L Development and has been
active in the development, management and ownership of a wide range of real
estate properties since 1968. Mr. Lebowitz received a B.S. in Accounting from
the University of Southern California, where he also received his MBA with
highest honors in 1965. From 1962 to 1964, Mr. Lebowitz worked for Deloitte &
Touche LLP and was licensed as a Certified Public Accountant in 1964. From 1965
to 1968, Mr. Lebowitz worked with the U.S. Department of Commerce and the
Brookings Institution in Washington D.C. Mr. Lebowitz served on the Board of
Directors of the United States Chamber of Commerce, Washington, D.C. from 1989
to 1994.

     Dr. Lesher has served as a director of the Company since the Company
commenced operations in 1993.  Dr. Lesher is the immediate past President of the
United States Chamber of Commerce, Washington D.C.  In addition, Dr. Lesher is a
member of the Board of Directors of World Heart Corporation (Ottawa, Canada), an
artificial heart research and development company and AIT Corporation, a high-
tech company. Dr. Lesher received a B.B.A. from the University of Pittsburgh in
1958, an M.S. from Pennsylvania State University in 1960 and a D.B.A. from
Indiana University in 1963 and holds four Honorary Doctorates.

     Mr. Michelson has served as a director of the Company since 1995. Mr.
Michelson has been active in the creation and management of a number of health
care companies. He co-founded Protocare, a clinical trials and disease
management company, and currently serves as its Chairman and Co-CEO.  Prior to
forming Protocare, Mr. Michelson was a founder, Chairman and co-Chief Executive
Officer of Value Health Sciences, Inc.  Mr. Michelson is also a director of
Catellus Development Corporation, an NYSE traded real estate developer, and
<PAGE>

serves as Chairman of the Compensation Committee.  He served as Special
Assistant to the General Counsel of the U.S. Department of Health and Human
Services from 1979 to 1981.  He received a B.A. from The Johns Hopkins
University and a J.D. from Yale Law School.

     Mr. Reilly has served as a director of the Company since the Company
commenced operations in 1993. Mr. Reilly is the managing general partner of
Shamrock Investments, an investment and merchant banking firm that specializes
in the health care industry. Prior to forming Shamrock Investments in 1987, Mr.
Reilly served as Senior Executive Vice President and Chief Development Officer
for American Medical International, Inc. In this position, Mr. Reilly was
responsible for growth through the acquisition and development of new health
care facilities and related business in the United States and abroad. Mr. Reilly
was a member of American Medical International's Board of Directors and served
on its Finance, Management, and Executive Committees. Mr. Reilly is the former
Chairman of the Board of Directors of Dynamic Health, Inc., an owner/operator of
acute care hospitals; the former Chairman of the Board of Directors of Paragon
Ambulatory Surgery Center, Inc., an owner/operator of freestanding ambulatory
surgery centers; and the former Chairman of the Board of Directors of PHP
Healthcare Corp., a managed care provider.  Mr. Reilly holds a law degree from
the University of Pennsylvania and a bachelor's degree in accounting and finance
from Pennsylvania State University. He has served as a director, trustee, and
governing council member of the Federation of American Healthcare Systems, the
National Committee for Quality Health Care and the American Hospital Association
and is a past President of the Beverly Hills Chamber of Commerce.

     Mr. Tompkins has served as a director of the Company since the Company
commenced operations in 1993. Mr. Tompkins is the President and a director of
The Craig Corporation, a New York Stock Exchange company engaged in the
ownership and strategic management of its controlling interests in other
operating companies, including a 78% voting interest in Reading Entertainment,
Inc. ("Reading Entertainment") and a 33% interest in Citadel Holding
Corporation.  Reading Entertainment, whose shares are quoted on the NASDAQ Stock
Market, is principally in the beyond-the-home entertainment business, developing
and operating multiplex cinemas and cinema based entertainment centers in
Australia, New Zealand and Puerto Rico.  Citadel Holding Corporation, is an
American Stock Exchange company, whose assets consist primarily of commercial
and agricultural real estate located in California, the Manhattan based City
Cinemas chain of movie theaters and Off-Broadway style live theaters in
Manhattan and Chicago.  Mr. Tompkins also serves on the Boards of Directors of
Reading Entertainment (where he is Vice-Chairman) and Citadel Holding
Corporation (where he is also Vice-Chairman).  Since April 2000, Mr. Tompkins
has served on the Board of Directors of Fidelity Federal Banks, FSB (a Southern
California based savings bank), and as a member of the Audit and Compensation
committees of that company.   Beginning in 1984 and prior to joining Craig and
Reading Entertainment in March 1993, Mr. Tompkins was a partner specializing in
corporate and real estate law in the law firm of Gibson, Dunn & Crutcher LLP.
Mr. Tompkins holds a bachelor's degree from Claremont McKenna College and a J.D.
from Harvard Law School.

     The following table sets forth the names, ages and positions of each of the
Company's executive officers.  Subject to rights pursuant to any employment
agreements, officers of the Company serve at the pleasure of the Board of
Directors.


<TABLE>
<CAPTION>
                                                                                                              Officer
       Name                        Age                           Position                                      Since
------------------                 ---     ----------------------------------------------------               -------
<S>                                <C>     <C>                                                                 <C>
Daniel M. Gottlieb                  60     Chief Executive Officer and Co-Chairman of the Board                1993
Steven D. Lebowitz                  60     President and Co-Chairman of the Board                              1993
John H. Rauch                       70     Senior Vice President, Operations                                   1996
George I. Nagler                    64     Vice President, General Counsel and Secretary                       1998
David E. Hamer                      27     Vice President and Chief Accounting Officer                         1998
</TABLE>

     The following is a biographical summary of the experience of the executive
officers of the Company.  For the biographical summary of the experience of
Messrs. Gottlieb and Lebowitz, see the biographical summary of the experience of
the directors of the Company.
<PAGE>

     Mr. Rauch has been Senior Vice President, Operations for the Company since
1996. Mr. Rauch is responsible for the asset management of all of the Company's
medical office buildings. From 1975 to 1996 he was founder and President of
Camden Consultants, Inc., an economic consulting firm providing clients with
real estate and corporate planning information.  Mr. Rauch received his law
degree from the University of Southern California with honors in 1961 and his
bachelor's degree in economics from the University of California, Los Angeles in
1954.

     Mr. Nagler has been Vice President and General Counsel for the Company
since 1998.  Mr. Nagler will be leaving the Company effective as of April 30,
2001.  Mr. Nagler has been in the private practice of law for over 28 years with
an emphasis on real estate, business planning, corporate and general business
matters.  Mr. Nagler received his law degree from Harvard Law School Cum Laude
and a Bachelor of Commerce from the University of British Columbia with first
class honors.  He is currently a member of the Beverly Hills, Los Angeles County
and California Bar Associations.  He is past chairman of the Tax Subcommittee of
the Real Estate Section of the Los Angeles County Bar Association and has
lectured frequently on various real estate topics to attorneys, accountants and
real estate professionals.

     Mr. Hamer has been Controller and Chief Accounting Officer of the Company
since 1998.  In March 2000, the Board of Directors elected Mr. Hamer as a Vice
President.  Mr. Hamer worked for Deloitte & Touche LLP from 1995 to 1998;
specializing in real estate.  He graduated from the University of California,
Los Angeles in 1995 with a Bachelor of Arts degree in political science and a
specialization in business administration.  Mr. Hamer is a registered Certified
Public Accountant.


     Section 16(a) Beneficial Ownership Reporting Compliance.  Based solely upon
a review of Securities and Exchange Commission Forms 3, 4 and 5 furnished to the
Company and certain written representations, the Company believes that all
reports required by Section 16(a) of the Securities and Exchange Act of 1934
with respect to the Company's fiscal year ended December 31, 2000 have been
filed by its officers, directors and 10% beneficial owners.
<PAGE>

ITEM 11.     EXECUTIVE COMPENSATION

Summary Compensation Table

     The following table sets forth certain information with respect to the
chief executive officer of the Company and the four other most highly
compensated executive officers of the Company whose cash compensation exceeded
$100,000 during the fiscal year ended December 31, 2000 (collectively, the
"Named Executive Officers"). The Company did not grant any restricted stock
awards or stock appreciation rights or make any long-term incentive plan payouts
during such period.


<TABLE>
<CAPTION>
                                                                                                               Long Term
                                                                                                              Compensation
                                                                                                                 Awards
                                                                          Annual Compensation                  Securities
                                         Fiscal Year         ---------------------------------------------     Underlying
                                            Ended                                          Other Annual         Options/
Name and Principal Position              December 31         Salary($)         Bonus($)    Compensation($)        SARS(#)
---------------------------              -----------         ---------         --------    ---------------    ------------
<S>                                      <C>                 <C>               <C>         <C>                <C>
Daniel M. Gottlieb.............
  Chief Executive Officer,                   2000             $255,000          $35,000          ---               50,000
  Co-Chairman of the Board                   1999              255,000              ---          ---                  ---
  and Director                               1998              255,000              ---          ---                  ---

Steven D. Lebowitz.............
  President, Co-Chairman                     2000             $255,000          $35,000          ---               50,000
  of the Board and Director                  1999              255,000              ---          ---                  ---
                                             1998              255,000              ---          ---                  ---

John H. Rauch..................
Senior Vice President                        2000             $100,000          $25,000          ---                  ---
                                             1999               80,000           20,000          ---                  ---
                                             1998              108,864           10,000          ---                  ---

George I. Nagler...............
  Vice President, General                    2000             $160,000          $10,000          ---                  ---
  Counsel and Secretary                      1999              150,000           25,000          ---                  ---
                                             1998              100,000(1)        25,000          ---               20,000

David E. Hamer.................
  Vice President and Chief                   2000             $100,000          $15,000          ---                  ---
  Accounting Officer                         1999               85,000            7,500          ---                  ---
                                             1998               39,532(2)         5,000          ---                8,000
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

______________________
(1)  Mr. Nagler joined the Company in March 1998.  On an annualized basis, Mr.
     Nagler would have earned a base salary of $120,000 in 1998.

(2)  Mr. Hamer joined the Company in June 1998.  On an annualized basis, Mr.
     Hamer would have earned a base salary of $75,000 in 1998.

Employment Agreements and Arrangements

     In December 1993, each of Daniel M. Gottlieb and Steven D. Lebowitz entered
into separate but identical employment agreements with the Company and the
Operating Partnership for a term of three years.  The agreements provide for
automatic renewal for succeeding terms of one year unless the Company or Messrs.
Gottlieb or Lebowitz give notice at least three months prior to expiration of
any term.  The employment agreements provide for automatic annual increases in
base compensation equal to 5% per annum; however, the Compensation Committee of
the Board of Directors may review the annual base compensation every twelve
<PAGE>

months in light of various factors, and following each such review, the annual
base compensation may be increased above the 5% automatic increase.

     In addition, each of Messrs. Gottlieb and Lebowitz are entitled to receive
an annual bonus as determined by the Compensation Committee in an amount not to
exceed a maximum of 100% of annual base compensation.  Furthermore, each
agreement provides that Messrs. Gottlieb and Lebowitz are entitled: (i) to
participate in all medical, dental, life insurance, retirement, profit sharing,
stock incentive, disability and bonus plans of the Company which may be made
available to executives of the Company (only medical plans presently exist) and
(ii) to severance payments, under certain circumstances, equal to two times
their then-current annual compensation.

     The agreements require Messrs. Gottlieb and Lebowitz to devote
substantially all of their working time and best efforts to performance of their
duties for the Company and, during the term of their employment, prohibits them,
with certain exceptions, from directly or indirectly owning or operating or
otherwise investing or participating in any other business that is in
competition with the business of the Company without the prior approval of a
majority of the independent members of the Board of Directors of the Company.


Option Grants for 2000

     The following table sets forth information with respect to options granted
to the Named Executive Officers during the fiscal year ended December 31, 2000
pursuant to the Company's 1993 Stock Incentive Plan, as amended.  No options
were granted to Messrs. Rauch, Nagler and Hamer during 2000.


<TABLE>
<CAPTION>

                                                    % of Total
                                 Number of        Options Granted
Name and Principal            Options Granted     to Employees in     Exercise Price      Expiration        Grant Date
Position                          (#) (1)           Fiscal Year          ($/Share)           Date         Value ($) (2)
------------------------      ---------------     ---------------     --------------      ----------      -------------
<S>                           <C>                 <C>                 <C>                 <C>             <C>
Daniel M. Gottlieb                 50,000               50.0%              $8.875           2/29/10          $130,500
Chief Executive Officer,
Co-Chairman of the Board..
Steven D. Lebowitz                 50,000               50.0%              $8.875           2/29/10          $130,500
President,
Co-Chairman of the Board..
</TABLE>


(1)  All of the options granted vest between the years 1999 and 2003.

(2)  Calculated using the Binomial option pricing model.  The following
     variables were used in this model: risk-free interest rate of 4.98%, 5.7%
     dividend yield, expected life of three years and expected volatility of
     50.0%.
<PAGE>

Aggregated Option Exercises in 2000 and Options Values at December 31, 2000

     The following table sets forth information with respect to options
exercised and the value of unexercised options held by the Named Executive
Officers as of the end of the fiscal year ended December 31, 2000.  All options
were granted pursuant to the Company's 1993 Stock Incentive Plan, as amended.


<TABLE>
<CAPTION>
                                                                     Number of Securities                 Value of
                                                                    Underlying Unexercised              In-The-Money
                               Number of                                  Options at                     Options at
                                 Shares                              Fiscal Year End (#)           Fiscal Year End ($) (1)
Name and Principal            Acquired on        Value           ---------------------------     ---------------------------
 Position                     Exercise (#)     Realized ($)      Exercisable   Unexercisable     Exercisable   Unexercisable
------------------            ------------    --------------     -----------   -------------     -----------   -------------
<S>                           <C>             <C>                <C>            <C>               <C>            <C>
Daniel M. Gottlieb........        ---              ---              50,167        33,333(2)            ---            ---
Chief Executive Officer
 and Co-Chairman of the
 Board

Steven D. Lebowitz........        ---              ---              50,167        33,333(2)            ---            ---
President and Co-Chairman
 of the Board

John H. Rauch.............        ---              ---              15,000           ---               ---            ---
Senior Vice President

George I. Nagler..........        ---              ---              20,000           ---               ---            ---
Vice President, General
 Counsel and Secretary

David E. Hamer............        ---              ---               8,000           ---               ---            ---
Vice President and Chief
 Accounting Officer
</TABLE>

-----------------------------

(1)  This amount represents solely the difference between the market value at
     December 31, 2000 ($8.8125) of those unexercised options which had an
     exercise price below such market price (i.e., "in-the-money options") and
     the respective exercise prices of the options.  No assumptions or
     representations regarding the "value" of such options are made or intended.
(2)  The stock options are exercisable as follows: 33,333 shares of Common Stock
     at $8.875 per share, 16,667 on February 29, 2002, 16,666 on February 29,
     2003.

Compensation of Directors

     The Company pays an annual fee of $12,000 plus a fee of $1,000 for
attending regular meetings and $500 for attending committee meetings to its
directors who are not employees of the Company.  Employees of the Company who
are also directors are not paid any director fees.  Messrs. Gottlieb and
Lebowitz are the only directors who are also employees of the Company.  The
reasonable expenses incurred by each director in connection with the performance
of the director's duties are also reimbursed by the Company.  In addition,
pursuant to the 1993 Stock Incentive Plan, each nonemployee director is
automatically granted an option to purchase 500 shares of Common Stock each year
on the first business day after the date of the Annual Meeting and each person
who becomes a nonemployee director is granted an option to purchase 3,000 shares
of Common Stock upon joining the Board of Directors.  The exercise price of
these option grants is equal to 100% of the fair market value of the Common
Stock at the date of grant.

     On June 15, 2000, Messrs. Lesher, Michelson, Milner, Reilly and Tompkins
were each granted an option to purchase 500 shares of Common Stock at a price of
$7.875 per share.  These options became fully exercisable on December 15, 2000.
The options generally expire on the earlier of the first anniversary of the date
upon which the director shall cease to be a director as a result of death or
total disability, the 90th day after the date upon which the director shall
cease to be a director for any other reason or ten years after the date of
grant.
<PAGE>

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information as of April 16, 2001 regarding
the beneficial ownership of Common Stock and Operating Partnership Units
("Units") by (i) each person or company known by the Company to be the
beneficial owner of more than 5% of the Company's outstanding shares of Common
Stock, (ii) each director of the Company, (iii) each of the Named Executive
Officers of the Company and (iv) the directors and executive officers of the
Company as a group.  As of April 16, 2001 the Company had 2,333,800 shares of
Common Stock outstanding.  In addition there were 625,272 Units outstanding
which were not owned by the Company.  Each person named in the table has sole
voting and investment power with respect to all shares shown as beneficially
owned by such person except as provided under applicable state marital property
laws or as set forth in the notes following the table.  See numbered footnotes
on the following page.


<TABLE>
<CAPTION>
                                    Number of      Percentage of                      Percentage                       Number of
                                    Shares of        Shares of                       Interest In       Percentage      Shares of
        Name and address              Common        Common Stock      Number of       Operating       Ownership in     Preferred
      of Beneficial Owner            Stock(1)      Outstanding(2)      Units(3)     Partnership(4)     Company(5)        Stock
--------------------------------   ------------   ----------------   ------------   --------------   ---------------   ---------
<S>                                <C>            <C>                <C>            <C>              <C>               <C>
Daniel M. Gottlieb(6)...........     431,489               17.2%       300,771             10.2%             23.8%            --
 439 N. Bedford Drive
 Beverly Hills, CA 90210
Steven D. Lebowitz(7)...........     338,550               13.5        263,887              8.9              19.6             --
 439 N. Bedford Drive
 Beverly Hills, CA 90210
Richard Abrons; Louise & Anne        222,196                9.5             --               --               7.2             --
 Abrons Foundation, Inc.;
 Richard & Iris Abrons
 Foundation, Inc.; Iris Abrons;
 Richard & Mimi Abrons Trustees
 Trust u/w/o Louis Abrons f/b/o
 John Abrons u/w/o 6/3/75.......
 First Manhattan Company
 437 Madison Avenue
 New York, NY 10017
Richard Lesher..................      10,000                *               --              *                 *               --
 1126 Cider Press Road
 Chambersburg, PA 17201
Leslie D. Michelson.............       5,500                *               --              *                 *               --
 2400 Broadway, Suite 100
 Santa Monica, CA 90404
George I. Nagler................      20,000                *               --               --               *               --
 439 N. Bedford Drive
 Beverly Hills, CA 90210
John H. Rauch...................      15,000                *               --               --               *               --
 439 N. Bedford Drive
 Beverly Hills, CA 90210
Charles P. Reilly...............       6,000                *               --               --               *               --
 2049 Century Park East
 Suite 3330
 Los Angeles, CA 90067
S. Craig Tompkins (8)...........      11,500                *               --               --               *            2,000
550 South Hope Street
 Suite 1825
 Los Angeles, CA 90071
David E. Hamer..................       8,000                *               --               --               *               --
 439 N. Bedford Drive
 Beverly Hills, CA 90210
Directors and Executive
 Officers.......................     846,038               33.7%       564,658             19.1%             45.8%         2,000
 as a group (9 persons)
</TABLE>
*   Less than 1%
<PAGE>

(1)  The number of shares beneficially owned includes shares that the following
     individuals have the right to acquire within 60 days of April 16, 2001 upon
     exercise of stock options, but not shares that such individuals have the
     right to acquire upon exchange of Units, in the following amounts: (a)
     50,167 shares as to Messrs. Gottlieb and Lebowitz, (b) 1,500 shares as to
     Dr. Lesher, (c) 4,500 shares as to Mr. Michelson, (d) 20,000 shares as to
     Mr. Nagler, (e) 15,000 shares as to Mr. Rauch, (f) 6,000 shares as to each
     of Messrs. Reilly and Tompkins and (g) 8,000 as to Mr. Hamer.
(2)  For the purposes of determining the percentage of outstanding Common Stock
     held by each person or group set forth in the table, the number of shares
     indicated as beneficially owned by such person or group is divided by the
     sum of the number of outstanding shares of Common Stock as of April 16,
     2001 plus the number of shares of Common Stock subject to options
     exercisable currently or within 60 days of April 16, 2001 by such person or
     group, in accordance with Rule 13d-3(d)(1) under the Securities Exchange
     Act of 1934, as amended (the "Exchange Act").  Assumes that none of the
     outstanding Units are redeemed for or converted into shares of Common
     Stock.
(3)  Units in the Operating Partnership (other than those held by the Company)
     are redeemable at the option of the holder for shares of Common Stock or
     cash, at the election of the Company, at the date one year from the date of
     issuance.  All Units are currently redeemable.  The initial redeemable
     ratio is one Unit for one share of Common Stock.
(4)  Based on a total of 2,959,072 Units outstanding (excluding Preferred
     Units), including the 2,333,800 Units held by the Company as of April 16,
     2001.
(5)  Assumes that all Units held by the person or group and all options
     exercisable within 60 days of April 16, 2001 held by the person or group
     are redeemed or exercised for shares of Commons Stock and that none of the
     Units held by other persons are redeemed for or converted into Shares of
     Common Stock, notwithstanding the percentage limitations under the
     Company's Charter that limit the number of shares that may be acquired by
     such person.
(6)  Mr. Gottlieb has pledged 99,590 shares of Common Stock and 239,219 Units to
     Mr. Milner, members of the Milner family and related entities to secure
     certain indebtedness.  In addition his remaining 281,732 shares of Common
     Stock and 61,552 Units have been pledged to various financial institutions
     to secure other indebtedness.
(7)  Mr. Lebowitz has pledged 98,655 shares of Common Stock and 159,480 Units to
     Mr. Milner, members of the Milner family and related entities to secure
     certain indebtedness.  In addition his remaining 187,268 shares of Common
     Stock and 104,407 Units have been pledged to various financial institutions
     to secure other indebtedness.  Also includes 2,460 shares of Common Stock
     held in trust for the benefit of Mr. Lebowitz's children.
(8)  Includes 1,400 shares of Common Stock held in trust for the benefit of Mr.
     Tompkins' child's trust account, as to which Mr. Tompkins disclaims
     beneficial ownership.

     On April 13, 2001, the Board of Directors of the Company approved an
agreement in principle for the acquisition of the Company's publicly-held Common
Stock by Messrs. Gottlieb and Lebowitz for a cash price of $11.25 per share,
subject to adjustment downward (but not below $11.00 per share) if certain
transaction expenses exceed an agreed upon amount.  In connection with this
agreement, Messrs. Gottlieb and Lebowitz announced that they intend to make a
cash tender offer for up to approximately 20% of the total number of outstanding
shares of Preferred Stock at a price of $17.50 per share of Series A and $17.00
per share of Series B.  The tender offer would occur during the period in which
the Company solicits proxies for the stockholders meeting to consider the
proposed merger and would close concurrently with, and be subject to, the
closing of the merger.  See also the Company's Current Reports on Form 8-K filed
on December 1, 2000, February 22, 2001 and April 16, 2001 for more information
regarding the proposal from Messrs. Gottlieb and Lebowitz and the agreement in
principle with them.
<PAGE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


     The Company has adopted a policy pursuant to which material transactions
between the Company and its executive officers, directors and principal
Stockholders (i.e., Stockholders owning beneficially 5% or more of the
outstanding voting securities of the Company) are submitted to the Board of
Directors for approval by a disinterested majority of the directors voting with
respect to the transaction. For this purpose, a transaction is deemed material
if such transaction, alone or together with a series of similar transactions
during the same fiscal year, involves an amount which exceeds $60,000.

     On February 7, 2000, the Board of Directors of the Company unanimously
approved the guarantee of a $500,000 line of credit from Tokai Bank to each of
Daniel M. Gottlieb and Steven D. Lebowitz, both directors and officers of the
Company, for a total of $1 million.

     On November 30, 2000, the Company received a proposal from Daniel M.
Gottlieb and Steven D. Lebowitz, the Chief Executive Officer and the President,
respectively, of the Company, to acquire all the outstanding shares of Common
Stock of the Company not held by them for a cash price of $10.00 per share.  The
proposal contemplates a merger of an entity newly formed by Messrs. Gottlieb and
Lebowitz with and into the Company.  The Series A and Series B Preferred Stock
would remain outstanding following the consummation of the transaction.  The
proposal was conditioned upon, among other things, approval of the Board of
Directors and stockholders of the Company, the negotiation of mutually
satisfactory definitive agreements, and the receipt by Messrs. Gottlieb and
Lebowitz of satisfactory financing to complete the transaction.  Upon receipt of
the proposal, the Board of Directors of the Company formed a special committee
comprised of Messr. Tompkins, as chairman, Dr. Richard Lesher, Charles Reilly
and Leslie Michelson to consider the proposal.  The special committee was
empowered to evaluate and, if appropriate, negotiate with respect to the
proposal and to make a recommendation to the Board of Directors with respect to
any proposed transaction

     On February 16, 2001, the Company received a revised proposal from Messrs.
Gottlieb and Lebowitz under which they would acquire all the outstanding shares
of Common Stock of the Company not held by them for a cash price of $11.00 per
share.

     On April 13, 2001, the Board of Directors of the Company approved an
agreement in principle for the acquisition of the Company's publicly-held Common
Stock by Messrs. Gottlieb and Lebowitz for a cash price of $11.25 per share,
subject to adjustment downward (but not below $11.00 per share) if certain
transaction expenses exceed an agreed upon amount.  In connection with this
agreement, Messrs. Gottlieb and Lebowitz announced that they intend to make a
cash tender offer for up to approximately 20% of the total number of outstanding
shares of Preferred Stock at a price of $17.50 per share of Series A and $17.00
per share of Series B.  The tender offer would occur during the period in which
the Company solicits proxies for the stockholders meeting to consider the
proposed merger and would close concurrently with, and be subject to, the
closing of the merger.  See also the Company's Current Reports on Form 8-K filed
on December 1, 2000, February 22, 2001 and April 16, 2001 for more information
regarding the proposal from Messrs. Gottlieb and Lebowitz and the agreement in
principle with them.
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                                G & L REALTY CORP.


Date:    April 27, 2001                  By:        /s/ David Hamer
                                                -------------------------------
                                                    David Hamer
                                                    Chief Accounting Officer