<PAGE>

     As filed with the Securities and Exchange Commission on June 15, 2001
                                                      Registration No.333-______

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

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                             GRUBB & ELLIS COMPANY
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)


<TABLE>
<S>                               <C>                            <C>
          DELAWARE                                                   94-1424307
-------------------------------                                   ----------------
(State or other jurisdiction of   2215 Sanders Road, Suite 400     (I.R.S. Employer
 incorporation or organization)    Northbrook, Illinois 60062    Identification Number)
</TABLE>
            ------------------------------------------------------
              (Address of principal executive offices) (zip code)

                          __________________________

            1,500,000 Shares of Common Stock in connection with the
   Grubb & Ellis Company 2000 Stock Option Plan, effective November 16, 2000

             125,000 Shares of Common Stock in connection with the
 Stock Purchase Agreement between Grubb & Ellis Company and Barry M. Barovick
                           dated as of May 15, 2001

  200,000 Shares of Common Stock in Connection with the Employment Agreement
 between Grubb & Ellis Company and Barry M. Barovick dated as of May 15, 2001
 ----------------------------------------------------------------------------
                          (Full titles of the plans)

                          __________________________

          Robert J. Walner, Senior Vice President and General Counsel
                             Grubb & Ellis Company
           2215 Sanders Road, Suite 400, Northbrook, Illinois 60062
                                (847) 753-7500
--------------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for service)

                                  Copies to:
                             Scott R. Haber, Esq.
                               Latham & Watkins
       505 Montgomery Street, Suite 1900, San Francisco, CA  94111-2586
                                (415) 391-0600
                          __________________________

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
  Title of securities    Amount to be  Proposed maximum   Proposed maximum     Amount of
   to be registered       registered    offering price   aggregate offering registration fee
                                        per share /(1)/      price /(1)/
  <S>                 <C>              <C>               <C>                <C>
     Common Stock,
  $.01 par value per  1,825,000 shares      $4.95          $9,033,750.00      $2,258.44
        share
---------------------------------------------------------------------------------------------
</TABLE>

/(1)/     Estimated for the purpose of calculating the registration fee pursuant
to pursuant to Rule 457(c) (the average ($4.95) of the high ($5.00) and low
($4.90) prices for the Company's Common Stock as quoted on the New York Stock
Exchange, Inc. on June 11, 2001).
<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The information called for in Part I of Form S-8 is not being filed
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").

                                 PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
        ---------------------------------------

       The following documents filed with the Commission are incorporated herein
by reference:

                      (a)    The Registrant's Annual Report on Form 10-K for the
       fiscal year ended June 30, 2000;

                      (b)    The Registrant's Quarterly Report on Form 10-Q for
       the fiscal quarter ended September 30, 2000;

                      (c)    The Registrant's Quarterly Report on Form 10-Q for
       the fiscal quarter ended December 31, 2000;

                      (c)    The Registrant's Quarterly Report on Form 10-Q for
       the fiscal quarter ended March 31, 2001;

                      (d)    The Registrant's Current Report on Form 8-K filed
       on August 2, 2000; and

                      (e)    The description of Common Stock contained in the
       Registrant's Form 8-A Registration Statement used to register the Common
       Stock and filed with the Commission which was declared effective by the
       Commission on April 15, 1981, except that authorized shares of capital
       stock and Common Stock have been increased to 51,000,000 and 50,000,000
       respectively.

       In addition to the foregoing documents, all documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently

                                       1
<PAGE>

filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4. Description of Securities.
        -------------------------

       Not applicable.

Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

       The validity of the issuance of the shares of Common Stock described
herein has been passed upon for the Registrant by Carol Vanairsdale, Vice
President and Assistant General Counsel for the Registrant.

Item 6. Indemnification of Directors and Officers.
        -----------------------------------------

       Article X of the Registrant's Restated Certificate of Incorporation
provides that the Registrant shall, to the fullest extent permitted by
applicable law, including, without limitation, the Delaware General Corporation
Law, as amended from time to time ("Delaware Law"), indemnify each director and
officer, present or former, of the Registrant whom it may indemnify pursuant to
such applicable law, including certain liabilities under the Securities Act of
1933, as amended (the "Securities Act"). Section 145 of the Delaware Law
authorizes a corporation to indemnify its directors and officers in terms
sufficiently broad to permit such indemnification (including reimbursement of
expenses incurred) under certain circumstances for liabilities under the
Securities Act.

       In addition, Article X of the Registrant's Restated Certificate of
Incorporation provides that a director of the Registrant shall not be liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Registrant or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) in respect of certain unlawful dividend payments or
stock redemptions or repurchases, and (iv) for any transaction from which the
director derives an improper personal benefit. The effect of the provision of
the Registrant's Restated Certificate of Incorporation is to eliminate the
rights of the Registrant and its stockholders (through stockholders' derivative
suits on behalf of the Registrant) to recover monetary damages against a
director for breach of the fiduciary duty of care as a director (including
breaches resulting from negligent or grossly negligent behavior) except in the
situations described in clauses (i) through (iv) above. This provision does not
limit or eliminate the rights of the Registrant or any stockholder to seek
nonmonetary relief such as an injunction or rescission in the event of a breach
of a director's duty of care. Furthermore, Section 7.01 of the Registrant's
Bylaws provides that the Registrant shall indemnify, in addition to its
directors and officers, employees and agents against losses incurred by any such
person by reason of the fact that such person was acting in such capacity to the
fullest extent authorized by Delaware Law.

                                       2
<PAGE>

       The Registrant has entered into indemnification agreements with each of
its directors and executive officers, which also provide indemnification against
certain liabilities, including certain liabilities under the Securities Act. The
Registrant currently maintains directors' and officers' liability insurance in
the form of a policy which provides for coverage of liabilities up to a maximum
amount of $10 million per policy year (subject to certain minimum initial
payments by the Registrant). The policy insures directors and officers for
liabilities incurred in connection with or on behalf of the Registrant, except
for losses incurred on account of certain specified liabilities, including
losses from matters which may be deemed uninsurable under the law pursuant to
which this policy shall be construed.

Item 7. Exemption from Registration Claimed.
        -----------------------------------

       Not applicable.

Item 8. Exhibits.
        --------

4.1          Certificate of Incorporation of the Registrant as restated to
             include all amendments through November 1, 1994, which was filed
             with the Delaware Secretary of State on May 19, 1995, incorporated
             herein by reference to Exhibit 3.2 to the Registrant's Annual
             Report on Form 10-K for the fiscal year ended December 31, 1994.

4.2          Amendment to the Restated Certificate of Incorporation of the
             Registrant as filed with the Delaware Secretary of State on
             December 9, 1997, incorporated herein by reference to Exhibit 4.4
             to the Registrant's Registration Statement on Form S-8 filed on
             December 19, 1997 (File No. 333-42741).

4.3          Certificate of Retirement with Respect to 130,233 Shares of Junior
             Convertible Preferred Stock of Grubb & Ellis Company, filed with
             the Delaware Secretary of State on January 22, 1997, incorporated
             herein by reference to Exhibit 3.3 to the Registrant's Quarterly
             Report on Form 10-Q for the fiscal quarter ended December 31, 1996.

4.4          Certificate of Retirement with Respect to 8,894 Shares of Series A
             Senior Convertible Preferred Stock, 128,266 Shares of Series B
             Senior Convertible Preferred Stock, and 19,767 Shares of Junior
             Convertible Preferred Stock of Grubb & Ellis Company, filed with
             the Delaware Secretary of State on January 22, 1997, incorporated
             herein by reference to Exhibit 3.4 to the Registrant's Quarterly
             Report on Form 10-Q for the fiscal quarter ended December 31, 1996.

4.5          Bylaws of the Registrant, as amended and restated effective May 31,
             2000, incorporated herein by reference to Exhibit 3.5 to the
             Registrant's Annual Report on Form 10-K for the fiscal year ended
             June 30, 2000.

4.6          Grubb & Ellis Company 2000 Stock Option Plan, effective November
             16, 2000, incorporated herein by reference to Exhibit 10.2 to the
             Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
             ended December 31, 2000.

                                       3
<PAGE>

Item 8. Exhibits. (continued)
        ---------

4.7          Employment Agreement entered into between Barry M. Barovick and the
             Registrant dated as of May 15, 2001, incorporated herein by
             reference to Exhibit 10.1 to the Registrant's Quarterly Report on
             Form 10-Q for the fiscal quarter ended March 31, 2001.

4.8          Stock Purchase Agreement entered into between Barry M. Barovick and
             the Registrant dated as of May 15, 2001.

5            Opinion of Carol M. Vanairsdale, Vice President and Assistant
             General Counsel of the Registrant.

23.1         Consent of Counsel (included in Exhibit 5).

23.2         Consent of Ernst & Young LLP.

24           Powers of Attorney and Resolutions of the Board of Directors.


Item 9. Undertakings.
        ------------

    (a) The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

            (i)   To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933.

            (ii)  To reflect in the prospectus any facts or events arising after
        the effective date of the Registration Statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the Registration Statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than a 20 percent change
        in the maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective Registration Statement;

            (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the Registration Statement
        or any material change to such information in the Registration
        Statement;

        provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
        if the Registration Statement is on Form S-3 or Form S-8 or Form F-3,
        and the information required to be

                                       4
<PAGE>

        included in a post-effective amendment by those paragraphs is contained
        in periodic reports filed with or furnished to the Commission by the
        registrant pursuant to Section 13 or Section 15(d) of the Securities
        Exchange Act of 1934 that are incorporated by reference in the
        Registration Statement.

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

    (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

    (h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       5
<PAGE>

                                  SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Walnut Creek, State of California on this 15th day of
June, 2001.

                              GRUBB & ELLIS COMPANY

                              By: /s/ Carol M. Vanairsdale
                                  ------------------------------------
                                  Carol M. Vanairsdale
                                  Vice President and Assistant General Counsel



   Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on June 15, 2001.

          Signature                                Title
          ---------                                -----



*                              President, Chief Executive Officer and a Director
----------------------------   (Principal Executive Officer)
Barry  M. Barovick



*                              Senior Vice President and Chief Financial Officer
----------------------------   (Principal Financial Officer and Principal
Blake W. Harbaugh              Accounting Officer)



*                              Director
----------------------------
R. David Anacker



*                              Director
----------------------------
Joe F. Hanauer



*                              Director
----------------------------
C. Michael Kojaian

                                       6
<PAGE>

                             SIGNATURES (continued)




*                              Director
----------------------------
Reuben S. Leibowitz



*                              Director
----------------------------
Ian C. Morgan



*                              Director
----------------------------
Todd A. Williams



* By:  /s/ Carol M. Vanairsdale
    ---------------------------------------
     Carol M. Vanairsdale, Attorney-in-Fact



The Plans. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plans) have duly
caused this Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of Walnut Creek, State of
California, on June 15, 2001.

Grubb & Ellis Company 2000 Stock Option Plan

Stock Purchase Agreement between Grubb & Ellis Company and Barry M. Barovick
dated as of May 15, 2001

Employment Agreement between Grubb & Ellis Company and Barry M. Barovick dated
as of May 15, 2001



By  /s/ Carol M. Vanairsdale
  --------------------------
Carol M. Vanairsdale, on Behalf of the Plan Administrators

                                       7
<PAGE>

                               INDEX TO EXHIBITS


4.8            Stock Purchase Agreement entered into between Barry M. Barovick
               and the Registrant dated as of May 15, 2001.

5              Opinion of Carol M. Vanairsdale, Vice President and Assistant
               General Counsel of the Registrant.

23.1           Consent of Counsel (included in Exhibit 5).

23.2           Consent of Ernst & Young LLP.

24             Powers of Attorney and Resolutions of the Board of Directors.


_______________

                                       8
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{"company-data": {"conformed-name": "GRUBB & ELLIS CO", "cik": "0000216039", "assigned-sic": "6531", "irs-number": "941424307", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63136", "film-number": "1661699"}, "business-address": {"street1": "2215 SANDERS RD", "street2": "STE 400", "city": "NORTHBROOK", "state": "IL", "zip": "60062", "phone": "4159561990"}, "mail-address": {"street1": "ONE MONTGOMERY ST STE 3100", "street2": "TELESIS TWR 9TH FLR", "city": "SAN FRANCISCO", "state": "CA", "zip": "94104"}}
As filed with the Securities and Exchange Commission on June 15, 2001
                                                      Registration No.333-______

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

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             GRUBB & ELLIS COMPANY
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)
DELAWARE                                                   94-1424307
-------------------------------                                   ----------------
(State or other jurisdiction of   2215 Sanders Road, Suite 400     (I.R.S. Employer
 incorporation or organization)    Northbrook, Illinois 60062    Identification Number)
------------------------------------------------------
              (Address of principal executive offices) (zip code)

                          __________________________

            1,500,000 Shares of Common Stock in connection with the
   Grubb & Ellis Company 2000 Stock Option Plan, effective November 16, 2000

             125,000 Shares of Common Stock in connection with the
 Stock Purchase Agreement between Grubb & Ellis Company and Barry M. Barovick
                           dated as of May 15, 2001

  200,000 Shares of Common Stock in Connection with the Employment Agreement
 between Grubb & Ellis Company and Barry M. Barovick dated as of May 15, 2001
 ----------------------------------------------------------------------------
                          (Full titles of the plans)

                          __________________________

          Robert J. Walner, Senior Vice President and General Counsel
                             Grubb & Ellis Company
           2215 Sanders Road, Suite 400, Northbrook, Illinois 60062
                                (847) 753-7500
--------------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for service)

                                  Copies to:
                             Scott R. Haber, Esq.
                               Latham & Watkins
       505 Montgomery Street, Suite 1900, San Francisco, CA  94111-2586
                                (415) 391-0600
                          __________________________

                        CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------
  Title of securities    Amount to be  Proposed maximum   Proposed maximum     Amount of
   to be registered       registered    offering price   aggregate offering registration fee
                                        per share /(1)/      price /(1)/
Common Stock,
  $.01 par value per  1,825,000 shares      $4.95          $9,033,750.00      $2,258.44
        share
---------------------------------------------------------------------------------------------
/(1)/     Estimated for the purpose of calculating the registration fee pursuant
to pursuant to Rule 457(c) (the average ($4.95) of the high ($5.00) and low
($4.90) prices for the Company's Common Stock as quoted on the New York Stock
Exchange, Inc. on June 11, 2001).
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The information called for in Part I of Form S-8 is not being filed
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").

                                 PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
        ---------------------------------------

       The following documents filed with the Commission are incorporated herein
by reference:

                      (a)    The Registrant's Annual Report on Form 10-K for the
       fiscal year ended June 30, 2000;

                      (b)    The Registrant's Quarterly Report on Form 10-Q for
       the fiscal quarter ended September 30, 2000;

                      (c)    The Registrant's Quarterly Report on Form 10-Q for
       the fiscal quarter ended December 31, 2000;

                      (c)    The Registrant's Quarterly Report on Form 10-Q for
       the fiscal quarter ended March 31, 2001;

                      (d)    The Registrant's Current Report on Form 8-K filed
       on August 2, 2000; and

                      (e)    The description of Common Stock contained in the
       Registrant's Form 8-A Registration Statement used to register the Common
       Stock and filed with the Commission which was declared effective by the
       Commission on April 15, 1981, except that authorized shares of capital
       stock and Common Stock have been increased to 51,000,000 and 50,000,000
       respectively.

       In addition to the foregoing documents, all documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently

                                       1
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4. Description of Securities.
        -------------------------

       Not applicable.

Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

       The validity of the issuance of the shares of Common Stock described
herein has been passed upon for the Registrant by Carol Vanairsdale, Vice
President and Assistant General Counsel for the Registrant.

Item 6. Indemnification of Directors and Officers.
        -----------------------------------------

       Article X of the Registrant's Restated Certificate of Incorporation
provides that the Registrant shall, to the fullest extent permitted by
applicable law, including, without limitation, the Delaware General Corporation
Law, as amended from time to time ("Delaware Law"), indemnify each director and
officer, present or former, of the Registrant whom it may indemnify pursuant to
such applicable law, including certain liabilities under the Securities Act of
1933, as amended (the "Securities Act"). Section 145 of the Delaware Law
authorizes a corporation to indemnify its directors and officers in terms
sufficiently broad to permit such indemnification (including reimbursement of
expenses incurred) under certain circumstances for liabilities under the
Securities Act.

       In addition, Article X of the Registrant's Restated Certificate of
Incorporation provides that a director of the Registrant shall not be liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Registrant or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) in respect of certain unlawful dividend payments or
stock redemptions or repurchases, and (iv) for any transaction from which the
director derives an improper personal benefit. The effect of the provision of
the Registrant's Restated Certificate of Incorporation is to eliminate the
rights of the Registrant and its stockholders (through stockholders' derivative
suits on behalf of the Registrant) to recover monetary damages against a
director for breach of the fiduciary duty of care as a director (including
breaches resulting from negligent or grossly negligent behavior) except in the
situations described in clauses (i) through (iv) above. This provision does not
limit or eliminate the rights of the Registrant or any stockholder to seek
nonmonetary relief such as an injunction or rescission in the event of a breach
of a director's duty of care. Furthermore, Section 7.01 of the Registrant's
Bylaws provides that the Registrant shall indemnify, in addition to its
directors and officers, employees and agents against losses incurred by any such
person by reason of the fact that such person was acting in such capacity to the
fullest extent authorized by Delaware Law.

                                       2
The Registrant has entered into indemnification agreements with each of
its directors and executive officers, which also provide indemnification against
certain liabilities, including certain liabilities under the Securities Act. The
Registrant currently maintains directors' and officers' liability insurance in
the form of a policy which provides for coverage of liabilities up to a maximum
amount of $10 million per policy year (subject to certain minimum initial
payments by the Registrant). The policy insures directors and officers for
liabilities incurred in connection with or on behalf of the Registrant, except
for losses incurred on account of certain specified liabilities, including
losses from matters which may be deemed uninsurable under the law pursuant to
which this policy shall be construed.

Item 7. Exemption from Registration Claimed.
        -----------------------------------

       Not applicable.

Item 8. Exhibits.
        --------

4.1          Certificate of Incorporation of the Registrant as restated to
             include all amendments through November 1, 1994, which was filed
             with the Delaware Secretary of State on May 19, 1995, incorporated
             herein by reference to Exhibit 3.2 to the Registrant's Annual
             Report on Form 10-K for the fiscal year ended December 31, 1994.

4.2          Amendment to the Restated Certificate of Incorporation of the
             Registrant as filed with the Delaware Secretary of State on
             December 9, 1997, incorporated herein by reference to Exhibit 4.4
             to the Registrant's Registration Statement on Form S-8 filed on
             December 19, 1997 (File No. 333-42741).

4.3          Certificate of Retirement with Respect to 130,233 Shares of Junior
             Convertible Preferred Stock of Grubb & Ellis Company, filed with
             the Delaware Secretary of State on January 22, 1997, incorporated
             herein by reference to Exhibit 3.3 to the Registrant's Quarterly
             Report on Form 10-Q for the fiscal quarter ended December 31, 1996.

4.4          Certificate of Retirement with Respect to 8,894 Shares of Series A
             Senior Convertible Preferred Stock, 128,266 Shares of Series B
             Senior Convertible Preferred Stock, and 19,767 Shares of Junior
             Convertible Preferred Stock of Grubb & Ellis Company, filed with
             the Delaware Secretary of State on January 22, 1997, incorporated
             herein by reference to Exhibit 3.4 to the Registrant's Quarterly
             Report on Form 10-Q for the fiscal quarter ended December 31, 1996.

4.5          Bylaws of the Registrant, as amended and restated effective May 31,
             2000, incorporated herein by reference to Exhibit 3.5 to the
             Registrant's Annual Report on Form 10-K for the fiscal year ended
             June 30, 2000.

4.6          Grubb & Ellis Company 2000 Stock Option Plan, effective November
             16, 2000, incorporated herein by reference to Exhibit 10.2 to the
             Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
             ended December 31, 2000.

                                       3
Item 8. Exhibits. (continued)
        ---------

4.7          Employment Agreement entered into between Barry M. Barovick and the
             Registrant dated as of May 15, 2001, incorporated herein by
             reference to Exhibit 10.1 to the Registrant's Quarterly Report on
             Form 10-Q for the fiscal quarter ended March 31, 2001.

4.8          Stock Purchase Agreement entered into between Barry M. Barovick and
             the Registrant dated as of May 15, 2001.

5            Opinion of Carol M. Vanairsdale, Vice President and Assistant
             General Counsel of the Registrant.

23.1         Consent of Counsel (included in Exhibit 5).

23.2         Consent of Ernst & Young LLP.

24           Powers of Attorney and Resolutions of the Board of Directors.

Item 9. Undertakings.
        ------------

    (a) The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

            (i)   To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933.

            (ii)  To reflect in the prospectus any facts or events arising after
        the effective date of the Registration Statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the Registration Statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than a 20 percent change
        in the maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective Registration Statement;

            (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the Registration Statement
        or any material change to such information in the Registration
        Statement;

        provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
        if the Registration Statement is on Form S-3 or Form S-8 or Form F-3,
        and the information required to be

                                       4
included in a post-effective amendment by those paragraphs is contained
        in periodic reports filed with or furnished to the Commission by the
        registrant pursuant to Section 13 or Section 15(d) of the Securities
        Exchange Act of 1934 that are incorporated by reference in the
        Registration Statement.

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

    (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

    (h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       5
SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Walnut Creek, State of California on this 15th day of
June, 2001.

                              GRUBB & ELLIS COMPANY

                              By: /s/ Carol M. Vanairsdale
                                  ------------------------------------
                                  Carol M. Vanairsdale
                                  Vice President and Assistant General Counsel

   Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on June 15, 2001.

          Signature                                Title
          ---------                                -----

*                              President, Chief Executive Officer and a Director
----------------------------   (Principal Executive Officer)
Barry  M. Barovick

*                              Senior Vice President and Chief Financial Officer
----------------------------   (Principal Financial Officer and Principal
Blake W. Harbaugh              Accounting Officer)

*                              Director
----------------------------
R. David Anacker

*                              Director
----------------------------
Joe F. Hanauer

*                              Director
----------------------------
C. Michael Kojaian

                                       6
SIGNATURES (continued)

*                              Director
----------------------------
Reuben S. Leibowitz

*                              Director
----------------------------
Ian C. Morgan

*                              Director
----------------------------
Todd A. Williams

* By:  /s/ Carol M. Vanairsdale
    ---------------------------------------
     Carol M. Vanairsdale, Attorney-in-Fact

The Plans. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plans) have duly
caused this Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of Walnut Creek, State of
California, on June 15, 2001.

Grubb & Ellis Company 2000 Stock Option Plan

Stock Purchase Agreement between Grubb & Ellis Company and Barry M. Barovick
dated as of May 15, 2001

Employment Agreement between Grubb & Ellis Company and Barry M. Barovick dated
as of May 15, 2001

By  /s/ Carol M. Vanairsdale
  --------------------------
Carol M. Vanairsdale, on Behalf of the Plan Administrators

                                       7
INDEX TO EXHIBITS

4.8            Stock Purchase Agreement entered into between Barry M. Barovick
               and the Registrant dated as of May 15, 2001.

5              Opinion of Carol M. Vanairsdale, Vice President and Assistant
               General Counsel of the Registrant.

23.1           Consent of Counsel (included in Exhibit 5).

23.2           Consent of Ernst & Young LLP.

24             Powers of Attorney and Resolutions of the Board of Directors.

_______________

                                       8