AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON _________
                                                  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                            (I.R.S. Employer
incorporation or organization)                            Identification Number)

                          2215 Sanders Road, Suite 400
                           NORTHBROOK, ILLINOIS 60062
               ---------------------------------------------------
               (Address of principal executive offices) (zip code)

             1,000,000 Shares of Common Stock in connection with the
             GRUBB & ELLIS EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
                           EFFECTIVE NOVEMBER 16, 2001
               ---------------------------------------------------
                            (Full title of the plan)
                              --------------------

                                Robert J. Walner
              Chief Legal Officer and Chief Administrative Officer
                              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:
                            Jeffrey D. Zukerman, Esq.
                         Zukerman, Gore & Brandeis, LLP
                         900 Third Avenue, Eighth Floor
                          New York, New York 10022-4728
                                 (212) 223-6700
                              --------------------

                         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,        1,000,000 shares             $2.95               $2,950,000.00             $271.40
   $.01 par value per
         share
------------------------------------------------------------------------------------------------------------------
</TABLE>

 (1)Estimated  for the purpose of calculating the  registration  fee pursuant to
pursuant to Rule 457(c) (the average ($2.95) of the high ($2.95) and low ($2.95)
prices for the Company's  Common Stock as quoted on the New York Stock Exchange,
Inc. on January 28, 2002).


<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, 2001;

          (b) The  Registrant's  Quarterly  Report on Form  10-Q for the  fiscal
     quarter ended September 30, 2001;

          (c) 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
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.

                                       1
<PAGE>

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.

         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 policies  which provide for coverage of  liabilities up to a maximum
amount of $15  million  per policy  year  (subject  to certain  minimum  initial
payments by the Company in some  circumstances).  The policies insure  directors
and officers for  liabilities  incurred in  connection  with or on behalf of the
Company, except for losses incurred on account of certain specified liabilities.

                                       2
<PAGE>

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.

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  (contained on the signature  page of this  Registration
     Statement)


                                       3
<PAGE>


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) of this
           section 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 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

                                       4
<PAGE>

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 New York, State of New York on this 1st day of
February, 2002.

                                           GRUBB & ELLIS COMPANY

                                           By:  /s/ BARRY M. BAROVICK
                                                --------------------------------
                                                    Barry M. Barovick
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below does hereby constitute and appoint Robert J. Walner,  Ian Y. Bress
and Carol M.  Vanairsdale and each of them, with full power of substitution  and
full power to act without the other,  his true and lawful  attorney-in-fact  and
agent to act for him in his name, place and stead, in any and all capacities, to
sign  any and  all  amendments  (including  post-effective  amendments)  to this
Registration  Statement,  and to file  this  Registration  Statement,  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing  requisite  and  necessary to be done in order to effectuate
the same as fully, to all intents and purposes,  as they or he might or could do
in person,  hereby ratifying and confirming all that said  attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.

      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 February 1, 2002.

       SIGNATURE                                  TITLE
     -------------                             -----------

 /s/ BARRY M. BAROVICK        President,  Chief Executive Officer and a Director
 -----------------------      (Principal Executive Officer)
     Barry M. Barovick


 /s/ IAN Y. BRESS             Chief  Financial  Officer (Principal Financial
 -----------------------      Officer and Principal Accounting Officer)
     Ian Y. Bress



                                       6
<PAGE>

                                              SIGNATURES (continued)



/s/ R. David Anacker          Director
-----------------------
R. David Anacker


/s/ Joe F. Hanauer            Director
-----------------------
Joe F. Hanauer


/s/ C. Michael Kojaian        Director
-----------------------
C. Michael Kojaian


/s/ Reuben S. Leibowitz       Director
-----------------------
Reuben S. Leibowitz


/s/ Ian C. Morgan             Director
-----------------------
Ian C. Morgan


/s/ Todd A. Williams          Director
-----------------------
Todd A. Williams


         THE PLAN.  Pursuant to the  requirements of the Securities Act of 1933,
the trustees (or other persons who  administer  the employee  benefit plan) 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 February 1, 2002.

GRUBB & ELLIS EMPLOYEE STOCK PURCHASE PLAN
AS AMENDED EFFECTIVE NOVEMBER 16, 2001



By /s/ CAROL M. VANAIRSDALE
---------------------------
      Carol M. Vanairsdale on behalf of the Plan Administrator



                                       7
<PAGE>


                                INDEX TO EXHIBITS

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 (contained on the signature page of this
         Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "c23081_s8.txt", "secsgml_size_bytes": 21189}]
{"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": "333-81938", "film-number": "02525037"}, "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 _________
                                                  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                            (I.R.S. Employer
incorporation or organization)                            Identification Number)

                          2215 Sanders Road, Suite 400
                           NORTHBROOK, ILLINOIS 60062
               ---------------------------------------------------
               (Address of principal executive offices) (zip code)

             1,000,000 Shares of Common Stock in connection with the
             GRUBB & ELLIS EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
                           EFFECTIVE NOVEMBER 16, 2001
               ---------------------------------------------------
                            (Full title of the plan)
                              --------------------

                                Robert J. Walner
              Chief Legal Officer and Chief Administrative Officer
                              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:
                            Jeffrey D. Zukerman, Esq.
                         Zukerman, Gore & Brandeis, LLP
                         900 Third Avenue, Eighth Floor
                          New York, New York 10022-4728
                                 (212) 223-6700
                              --------------------

                         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,        1,000,000 shares             $2.95               $2,950,000.00             $271.40
   $.01 par value per
         share
------------------------------------------------------------------------------------------------------------------
(1)Estimated  for the purpose of calculating the  registration  fee pursuant to
pursuant to Rule 457(c) (the average ($2.95) of the high ($2.95) and low ($2.95)
prices for the Company's  Common Stock as quoted on the New York Stock Exchange,
Inc. on January 28, 2002).
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, 2001;

          (b) The  Registrant's  Quarterly  Report on Form  10-Q for the  fiscal
     quarter ended September 30, 2001;

          (c) 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
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.

                                       1
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.

         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 policies  which provide for coverage of  liabilities up to a maximum
amount of $15  million  per policy  year  (subject  to certain  minimum  initial
payments by the Company in some  circumstances).  The policies insure  directors
and officers for  liabilities  incurred in  connection  with or on behalf of the
Company, except for losses incurred on account of certain specified liabilities.

                                       2
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.

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  (contained on the signature  page of this  Registration
     Statement)

                                       3
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) of this
           section 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 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

                                       4
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 New York, State of New York on this 1st day of
February, 2002.

                                           GRUBB & ELLIS COMPANY

                                           By:  /s/ BARRY M. BAROVICK
                                                --------------------------------
                                                    Barry M. Barovick
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below does hereby constitute and appoint Robert J. Walner,  Ian Y. Bress
and Carol M.  Vanairsdale and each of them, with full power of substitution  and
full power to act without the other,  his true and lawful  attorney-in-fact  and
agent to act for him in his name, place and stead, in any and all capacities, to
sign  any and  all  amendments  (including  post-effective  amendments)  to this
Registration  Statement,  and to file  this  Registration  Statement,  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing  requisite  and  necessary to be done in order to effectuate
the same as fully, to all intents and purposes,  as they or he might or could do
in person,  hereby ratifying and confirming all that said  attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.

      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 February 1, 2002.

       SIGNATURE                                  TITLE
     -------------                             -----------

 /s/ BARRY M. BAROVICK        President,  Chief Executive Officer and a Director
 -----------------------      (Principal Executive Officer)
     Barry M. Barovick

 /s/ IAN Y. BRESS             Chief  Financial  Officer (Principal Financial
 -----------------------      Officer and Principal Accounting Officer)
     Ian Y. Bress

                                       6
SIGNATURES (continued)

/s/ R. David Anacker          Director
-----------------------
R. David Anacker

/s/ Joe F. Hanauer            Director
-----------------------
Joe F. Hanauer

/s/ C. Michael Kojaian        Director
-----------------------
C. Michael Kojaian

/s/ Reuben S. Leibowitz       Director
-----------------------
Reuben S. Leibowitz

/s/ Ian C. Morgan             Director
-----------------------
Ian C. Morgan

/s/ Todd A. Williams          Director
-----------------------
Todd A. Williams

         THE PLAN.  Pursuant to the  requirements of the Securities Act of 1933,
the trustees (or other persons who  administer  the employee  benefit plan) 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 February 1, 2002.

GRUBB & ELLIS EMPLOYEE STOCK PURCHASE PLAN
AS AMENDED EFFECTIVE NOVEMBER 16, 2001

By /s/ CAROL M. VANAIRSDALE
---------------------------
      Carol M. Vanairsdale on behalf of the Plan Administrator

                                       7
INDEX TO EXHIBITS

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 (contained on the signature page of this
         Registration Statement).