EXHIBIT 4.1


                            SUBSCRIPTION CERTIFICATE

------------------- ------------------------------------------ -----------------
Certificate No.:    THE TERMS AND CONDITIONS OF THE RIGHTS
                    OFFERING ARE SET FORTH IN THE COMPANY'S
                    PROSPECTUS, DATED _____ __, 2002 (THE
                    "PROSPECTUS"), AND ARE INCORPORATED        Certificate for
                    HEREIN BY REFERENCE. COPIES OF THE
                    PROSPECTUS ARE AVAILABLE UPON REQUEST
                    FROM COMPUTERSHARE TRUST COMPANY OF NEW
                    YORK, THE SUBSCRIPTION AGENT.              Rights
------------------- ------------------------------------------ -----------------



                              GRUBB & ELLIS COMPANY
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                            SUBSCRIPTION CERTIFICATE

           EVIDENCING NON-TRANSFERABLE SUBSCRIPTION RIGHTS TO PURCHASE

              ONE SHARE OF COMMON STOCK, PAR VALUE $0.01 PER SHARE

                    SUBSCRIPTION PRICE: $ __. __ __ PER SHARE

VOID IF NOT EXERCISED BEFORE 5:00 P.M., NEW YORK CITY TIME ON _______ __, 2002.
REGISTERED OWNER:


---------------------------------------------------------- ---------------------
THIS CERTIFIES  THAT the  registered  owner whose name is   THE SUBSCRIPTION
inscribed   herein  is  the   owner  of  the   number  of   RIGHTS EVIDENCED
Subscription  Rights set forth  above.  EACH WHOLE  RIGHT   BY THIS SUBSCRIPTION
ENTITLES  THE OWNER TO  SUBSCRIBE  FOR AND  PURCHASE  ONE   CERTIFICATE  ARE
WHOLE SHARE of Common  Stock,  par value $0.01 per share,   NOT TRANSFERABLE.
of Grubb & Ellis Company, a Delaware corporation,  on the   SUCH SUBSCRIPTION
terms  and  subject  to the  conditions  set forth in the   RIGHTS MAY NOT BE
Prospectus and the  instructions  relating  hereto on the   EXERCISED UNLESS
reverse side hereof.  The  non-transferable  Subscription   THE REVERSE SIDE
Rights  represented by this Subscription  Certificate may   HEREOF IS COMPLETED
be exercised by completing  Section 1 of the reverse side   AND SIGNED.
hereof. Special delivery instructions may be specified by
completing Section 2 on the reverse side hereof.
---------------------------------------------------------- ---------------------

Dated: February __, 2002

---------------------------------------            ---------------------------
  Barry M. Barovick                                Robert J. Walner
  President and Chief Executive Officer            Corporate Secretary


COUNTERSIGNED
COMPUTERSHARE TRUST COMPANY OF NEW YORK
SUBSCRIPTION AGENT


AUTHORIZED SIGNATURE

                                       1
<PAGE>


SECTION 1 - EXERCISE AND SUBSCRIPTION

      The undersigned irrevocably exercises Subscription Rights to subscribe for
whole shares of Common Stock, par value $0.01 per share, as indicated below (one
full  Subscription  Right will entitle the holder to purchase one whole share of
Common  stock) on the terms  and  subject  to the  conditions  specified  in the
Prospectus dated _________, 2002, the receipt of which is hereby acknowledged.

      (a)   Number of shares  subscribed for pursuant to the Basic  Subscription
Privilege:_______________

      (b)   Number of shares  subscribed  for pursuant to the  Over-Subscription
Privilege:_______________

      YOU MAY NOT EXERCISE  THE  OVER-SUBSCRIPTION  PRIVILEGE  UNLESS YOUR BASIC
SUBSCRIPTION PRIVILEGE HAS BEEN EXERCISED IN FULL.

      (c)   Total  Subscription  Price (total  number of shares  subscribed  for
pursuant  to both the Basic  Subscription  Privilege  and the  Over-Subscription
Privilege   multiplied  by  the  Subscription   Price  of  $  __.__  __  share):
________________________

METHOD OF PAYMENT (CHECK ONE)

|_| Uncertified check. PLEASE NOTE THAT FUNDS PAID BY UNCERTIFIED PERSONAL CHECK
MAY TAKE AT LEAST FIVE BUSINESS DAYS TO CLEAR. ACCORDINGLY,  SUBSCRIPTION RIGHTS
HOLDERS WHO WISH TO PAY THE PURCHASE PRICE BY MEANS OF AN  UNCERTIFIED  PERSONAL
CHECK ARE URGED TO MAKE PAYMENT  SUFFICIENTLY  IN ADVANCE OF THE EXPIRATION DATE
TO ENSURE THAT SUCH PAYMENT IS RECEIVED BY THE SUBSCRIPTION AGENT AND CLEARS THE
BANKING SYSTEM BY SUCH TIME. TO AVOID THE DELAY CAUSED BY THE CLEARANCE PROCESS,
YOU ARE URGED TO  CONSIDER  PAYMENT BY MEANS OF A CERTIFIED  OR BANK  CHECK,  BY
MONEY ORDER OR BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS.

|_|  Certified  check or bank draft  (cashier's  check) drawn on a U.S.  bank or
money order, payable to Computershare Trust Company of New York, as Subscription
Agent.

|_| Wire  transfer  of  immediately  available  funds  directed  to the  account
maintained by Computershare  Trust Company of New York,  Subscription  Agent for
Grubb & Ellis Company at Harris Trust & Savings Bank,  ABA  #071000288,  Account
No. __________.

      If the  amount  enclosed  or  transmitted  is not  sufficient  to pay  the
purchase price for all share(s) of Common Stock that are stated to be subscribed
for, or if the number of share(s) of Grubb & Ellis  Company  Common  Stock being
subscribed for is not specified, the number of share(s) of Grubb & Ellis Company
Common Stock  subscribed for will be assumed to be the maximum number that could
be  subscribed  for upon  payment  of such  amount.  If the amount  enclosed  or
transmitted exceeds the purchase price for all share(s) of Grubb & Ellis Company
Common Stock that the  undersigned  has the right to subscribe  for (such excess
amount,  the  "Subscription  Excess"),  the  Subscription  Agent will return the
Subscription Excess to the subscriber without interest or deduction.


SECTION 2 -SPECIAL  ISSUANCE OR DELIVERY  INSTRUCTIONS FOR  SUBSCRIPTION  RIGHTS
HOLDERS:

      (a) To be completed ONLY if the certificate  representing the Common Stock
is to be issued in a name  other  than that of the  registered  holder.  See the
Instructions.  DO NOT FORGET TO COMPLETE THE GUARANTEE OF  SIGNATURE(S)  SECTION
BELOW.

Issue Shares to _________________________ Soc. Sec. #/Tax ID #: ________________

Address: ______________________________________________________________________

                                       2
<PAGE>


      (b) To be completed ONLY if the certificate  representing the Common Stock
is to be sent to an address other than that shown above.  See the  Instructions.
DO NOT FORGET TO COMPLETE THE GUARANTEE OF SIGNATURE(S) SECTION BELOW.

Name: __________________________________________________________________________

Address: _______________________________________________________________________


ACKNOWLEDGEMENT - THE SUBSCRIPTION ORDER FORM IS NOT VALID UNLESS YOU SIGN BELOW

      I/We  acknowledge   receipt  of  the  Prospectus  dated  ____________  and
understand that after delivery of this Certificate  together with payment to the
Subscription Agent for Grubb & Ellis Company, I/we may not modify or revoke this
Subscription  Certificate.  Under  penalties  of perjury,  I/we certify that the
information  contained herein,  including the social security number or taxpayer
identification number given above, is correct.

      The signature below must correspond with the name of the registered holder
exactly  as it  appears  on the books of Grubb & Ellis  Company  transfer  agent
without any alteration or change whatsoever.

Signature(s) of Registered Holder: _____________________ Date: ___________, 2002

________________________________________________________ Date: ___________, 2002

      If signature is by trustee(s), executor(s), administrator(s), guardian(s),
attorney(s)-in-fact,  agent(s), officer(s) of a corporation or another acting in
a fiduciary or representative capacity, please provide the following information
(please print). See the Instructions.


Name:____________________ Capacity: _____________ Soc. Sec. #/Tax ID ___________

Address: _____________________________________________ Phone: __________________


                            GUARANTEE OF SIGNATURE(S)

      All  Subscription  Rights Holders who specify special issuance or delivery
instructions must have their signatures  guaranteed by an Eligible  Institution,
as defined in Rule 17Ad-15 of the  Securities  Exchange Act of 1934, as amended.
See the Instructions.



Authorized Signature:                             Name of Firm:

________________________________________________  ______________________________


Name:___________________________________________  Title: _______________________

Address: _______________________________________  Phone: _______________________

      YOU MUST HAVE YOUR  SIGNATURE  GUARANTEED  IF YOU WISH TO HAVE YOUR  SHARE
DELIVERED  TO AN  ADDRESS  OTHER  THAN YOUR OWN OR TO A  SHAREHOLDER  OTHER THAN
YOURSELF.

                                       3
<PAGE>


                             INSTRUCTIONS FOR USE OF
                              GRUBB & ELLIS COMPANY
                            SUBSCRIPTION CERTIFICATES


      The  following  instructions  relate  to a rights  offering  (the  "Rights
Offering") by Grubb & Ellis Company, a Delaware corporation (the "Company"),  to
the holders of its common stock, par value $0.01 per share ("Common Stock"),  as
described in Grubb & Ellis  Company's  prospectus  dated  February __, 2002 (the
"Prospectus").  Holders of record of Common  Stock,  at the close of business on
February  25, 2002 (the  "Record  Date") will  receive one (1)  non-transferable
subscription right (the "Subscription Rights") for each _______ shares of Common
Stock held by them as of the close of business on the Record Date.  An aggregate
of  _________  Subscription  Rights  exercisable  to  purchase an  aggregate  of
_________  shares  of the  Common  Stock  of  Grubb & Ellis  Company  are  being
distributed in connection with the Rights Offering.  Each Subscription  Right is
exercisable,  upon  payment  of $ __ in  cash  (the  "Subscription  Price"),  to
purchase  one share of Common  Stock (the "Basic  Subscription  Privilege").  In
addition,  subject to the allocation  described below, each  Subscription  Right
also  carries the right to  subscribe  at the  Subscription  Price for a limited
number of  additional  shares of Common  Stock equal to the greater of (A) fifty
percent  (50%) of the number of full rights  received and (B) 100 shares (to the
extent available, and subject to proration) (the "Over-Subscription Privilege").
See "The Rights Offering" in the Prospectus.

      No fractional  Subscription  Rights or cash in lieu thereof will be issued
or paid. The total number of Subscription Rights issued to each stockholder will
be rounded down to the nearest full Subscription Right.

      The  Subscription  Rights will expire at 5:00 p.m., New York City Time, on
_____ __, 2002 (as it may be extended, the "Expiration Date").

      The number of Subscription  Rights to which you are entitled is printed on
the face of your Subscription Certificate.  You should indicate your wishes with
regard to the exercise of your Subscription Rights by completing the appropriate
section  on  the  back  of  your  Subscription  Certificate  and  returning  the
Subscription Certificate to the Subscription Agent in the envelope provided.

      THE SUBSCRIPTION AGENT MUST RECEIVE YOUR SUBSCRIPTION  CERTIFICATE OR YOUR
NOTICE OF GUARANTEED  DELIVERY ON OR BEFORE THE EXPIRATION DATE. SEE "PROCEDURES
FOR GUARANTEED DELIVERY" BELOW. IN ADDITION, THE SUBSCRIPTION AGENT MUST RECEIVE
PAYMENT OF THE SUBSCRIPTION PRICE,  INCLUDING FINAL CLEARANCE OF ANY CHECKS, FOR
ALL SUBSCRIPTION  RIGHTS EXERCISED,  INCLUDING  OVER-SUBSCRIPTION  SHARES, ON OR
BEFORE THE EXPIRATION  DATE. ONCE A HOLDER OF SUBSCRIPTION  RIGHTS HAS EXERCISED
THE BASIC SUBSCRIPTION  PRIVILEGE AND/OR THE OVER-SUBSCRIPTION  PRIVILEGE,  SUCH
EXERCISE MAY NOT BE REVOKED.

      1.    SUBSCRIPTION  PRIVILEGES.  To exercise Subscription Rights, properly
complete and execute your  Subscription  Certificate  and send it, together with
payment  in full of the  Subscription  Price  for  each  share of  Common  Stock
subscribed   for  pursuant  to  the  Basic   Subscription   Privilege   and  the
Over-Subscription   Privilege,  to  the  Subscription  Agent.  Delivery  of  the
Subscription  Certificate must be made by mail, by hand delivery or by overnight
delivery.  FACSIMILE  DELIVERY  OF  THE  SUBSCRIPTION  CERTIFICATE  WILL  NOT BE
ACCEPTED AND WILL NOT CONSTITUTE VALID DELIVERY. All payments  must  be made  in
United States

                                       4
<PAGE>


dollars  by  (i)  check  or  bank draft  (cashier's  check) drawn on a U.S. bank
or  money  order  payable  to  Computershare  Trust  Company  of   New York,  as
Subscription Agent or (ii) wire transfer of immediately  available funds. Banks,
brokers,  trusts,  depositaries  or other  nominee  holders of the  Subscription
Rights who exercise the Basic Subscription  Privilege and the  Over-Subscription
Privilege on behalf of beneficial owners of Subscription Rights will be required
to  certify  to the  Subscription  Agent and the  Company  on a  Nominee  Holder
Certification  Form,  in connection  with the exercise of the  Over-Subscription
Privilege,  as to the  aggregate  number of  Subscription  Rights that have been
exercised,  and the number of shares of Common  Stock that are being  subscribed
for pursuant to the  Over-Subscription  Privilege,  by each beneficial  owner of
Subscription Rights on whose behalf such nominee holder is acting.

      ACCEPTANCE  OF PAYMENTS.  Payments will be deemed to have been received by
the Subscription  Agent only upon (a) the clearance of any uncertified  check or
(b) the receipt by the  Subscription  Agent of any certified check or bank draft
(cashier's  check) drawn on a U.S. bank,  money order or  immediately  available
funds  transferred  through a wire  transfer.  IF PAYING BY  UNCERTIFIED  CHECK,
PLEASE NOTE THAT THE FUNDS PAID THEREBY MAY TAKE AT LEAST FIVE  BUSINESS DAYS TO
CLEAR  FOLLOWING  RECEIPT BY THE  SUBSCRIPTION  AGENT.  ACCORDINGLY,  HOLDERS OF
SUBSCRIPTION  RIGHTS  WHO  WISH  TO PAY  THE  SUBSCRIPTION  PRICE  BY  MEANS  OF
UNCERTIFIED  CHECKS  ARE URGED TO MAKE  PAYMENT  SUFFICIENTLY  IN ADVANCE OF THE
EXPIRATION DATE TO ENSURE THAT THE  SUBSCRIPTION  AGENT RECEIVES CLEARED PAYMENT
BY SUCH DATE. YOU ARE URGED TO CONSIDER  PAYMENT BY MEANS OF A CERTIFIED  CHECK,
BANK DRAFT (CASHIER'S CHECK) MONEY ORDER OR WIRE TRANSFER.

      PROCEDURES FOR GUARANTEED  DELIVERY.  You may deliver a written  guarantee
substantially in the form available from the Subscription  Agent (the "Notice of
Guaranteed  Delivery")  of a member  firm of a  registered  national  securities
exchange or a member of the National Association of Securities Dealers,  Inc. or
a commercial  bank or trust  company  having an office or  correspondent  in the
United States,  to the  Subscription  Agent on or prior to the  Expiration  Date
guaranteeing  delivery of your  properly  completed  and  executed  Subscription
Certificate within three New York Stock Exchange trading days following the date
of the  execution of the Notice of  Guaranteed  Delivery.  If this  procedure is
followed,  the  Subscription  Agent must receive your  Subscription  Certificate
within  three New York Stock  Exchange  trading days of the date of execution of
the Notice of Guaranteed Delivery. Additional copies of the Notice of Guaranteed
Delivery  may be  obtained  upon  request  from  the  Subscription  Agent at the
address, or by calling the telephone number indicated below. Banks,  brokers and
other nominee holders of Subscription Rights who exercise the Basic Subscription
Privilege and the Over-Subscription  Privilege on behalf of beneficial owners of
Subscription Rights will be required to certify to the Subscription Agent and to
Grubb & Ellis Company as to the aggregate  number of shares of Common Stock that
are being subscribed for under the Basic Subscription Privilege,  and the number
of  shares  of  Common  Stock  that are being  subscribed  for  pursuant  to the
Over-Subscription  Privilege, by each beneficial owner of Subscription Rights on
whose behalf such nominee holder is acting.  In the event such  certification is
not delivered in respect of a Subscription  Certificate,  the Subscription Agent
shall for all purposes  (including  for purposes of any allocation in connection
with  the   Over-Subscription   Privilege)  be  entitled  to  assume  that  such
certificate is exercised on behalf of a single  beneficial owner. If more shares
are  subscribed  for  pursuant  to  the  Over-Subscription  Privilege  than  are
available  for  purchase,  shares  will be  allocated  among  beneficial  owners
exercising the  Over-Subscription  Privilege as follows first to holders of less
than ___ rights so that these holders may subscribe for [__] shares (or the next
higher multiple of 10 shares) and thereafter pro rata among all holders.

      CONTACTING THE SUBSCRIPTION  AGENT.  The address,  telephone and facsimile
numbers of the Subscription Agent,  Computershare Trust Company of New York, are
as follows:

            If by Hand Delivery or Overnight Delivery:

                       Computershare Trust Company of New York
                       Wall Street Plaza
                       88 Pine Street, 19th Floor
                       New York, New York 10005
                       Telephone:  (212) 701-7624
                       Facsimile:  (212) 701-7636

                                       5
<PAGE>


         If by First Class Mail or Registered Mail:

               Computershare Trust Company of New York
               Wall Street Station
               P.O. Box 1010
               New York, New York 10268-1010
               Telephone:  (212) 701-7624
               Facsimile:  (212) 701-7636

      PARTIAL EXERCISES; EFFECT OF OVER- AND UNDERPAYMENTS. If you exercise less
than all of the Subscription Rights evidenced by your Subscription  Certificate,
the  Subscription  Agent  will  issue  to  you  a new  Subscription  Certificate
evidencing the unexercised  Subscription  Rights only if the Subscription  Agent
receives your  Subscription  Certificate  no later than 5:00 p.m., New York City
Time on the fifth (5th) business day prior to the Expiration Date.  However,  if
you  choose  to have a new  Subscription  Certificate  sent to you,  you may not
receive  any such new  Subscription  Certificate  in  sufficient  time to permit
exercise of the Subscription Rights evidenced thereby. If you have not indicated
the number of Subscription Rights being exercised,  or if you do not deliver the
dollar amount  sufficient to purchase the number of shares  subscribed  for, you
will be deemed to have exercised the Basic  Subscription  Privilege with respect
to the maximum  number of whole  Subscription  Rights which may be exercised for
the Subscription Price payment you deliver. To the extent that the dollar amount
you deliver  exceeds the product of the  Subscription  Price  multiplied  by the
number of  Subscription  Rights  evidenced by the  Subscription  Certificate you
deliver  (such excess being the  "Subscription  Excess"),  you will be deemed to
have  exercised  your  Over-Subscription  Privilege to  purchase,  to the extent
available,  that number of whole  shares of Common  Stock equal to the  quotient
obtained by dividing the Subscription Excess by the Subscription Price.

      2.    DELIVERY OF STOCK  CERTIFICATES,  ETC. The following  deliveries and
payments  to you  will  be  made  to the  address  shown  on the  face  of  your
Subscription  Certificate unless you provide instructions to the contrary on the
reverse side of your Subscription Certificate.

            (a)   BASIC SUBSCRIPTION PRIVILEGE. As soon as practicable after the
valid exercise of Subscription  Rights and the Expiration Date, the Subscription
Agent  will mail to each  exercising  Subscription  Rights  holder  certificates
representing shares of Common Stock purchased pursuant to the Basic Subscription
Privilege.

            (b)   OVER-SUBSCRIPTION  PRIVILEGE. As soon as practicable after the
Expiration  Date and after all prorations and  adjustments  contemplated  by the
terms of the Rights  Offering  have been  effected,  and taking into account any
delays  or  extensions   in  closing  the   over-subscription   purchases,   the
Subscription  Agent will mail to each  Subscription  Rights  holder who  validly
exercises the Over-Subscription Privilege the number of shares allocated to such
Subscription Rights holder pursuant to the Over-Subscription Privilege. See "The
Rights Offering" in the Prospectus.

            (c)   EXCESS PAYMENTS.  As soon as practicable  after the Expiration
Date and after all prorations and  adjustments  contemplated by the terms of the
Rights  Offering have been effected,  the  Subscription  Agent will mail to each
Subscription  Rights holder who exercises  the  Over-Subscription  Privilege any
excess  funds  received  (without  interest  or  deduction)  in  payment  of the
Subscription  Price for shares that are subscribed for but not allocated to such
Subscription Rights holder pursuant to the Over-Subscription Privilege.

      3.    TO   HAVE  A   SUBSCRIPTION   CERTIFICATE   DIVIDED   INTO   SMALLER
DENOMINATIONS.  To have a Subscription Certificate divided into certificates for
smaller  numbers of Subscription  Rights,  send your  Subscription  Certificate,
together with complete instructions (including specification of the whole number
of  Subscription  Rights  you  wish to be  evidenced  by each  new  Subscription
Certificate)  signed by you, to the  Subscription  Agent,  allowing a sufficient
amount of time for the  Subscription  Certificates  to be issued and returned so
that they can be exercised prior to the Expiration Date. Alternatively,  you may
ask a bank or broker to  effect  such  actions  on your  behalf.  As a result of
delays in the mail, the time of the transmittal,  the necessary  processing time
and other factors,  you may not receive such new  Subscription  Certificates  in
time to enable you to complete an exercise by the Expiration Date. Neither Grubb
& Ellis  Company nor the  Subscription  Agent will be liable to you for any such
delays.

      4.    EXECUTION.

                                       6
<PAGE>


            (a)   EXECUTION  BY   REGISTERED   HOLDER.   The  signature  on  the
Subscription  Certificate must correspond with the name of the registered holder
exactly as it appears on the face of the  Subscription  Certificate  without any
alteration or change whatsoever.  Persons who sign the Subscription  Certificate
in a  representative  or other  fiduciary  capacity must indicate their capacity
when  signing  and,  unless  waived  by the  Subscription  Agent in its sole and
absolute  discretion,  must  present  to  the  Subscription  Agent  satisfactory
evidence of their authority so to act.

            (b)   EXECUTION  BY PERSON  OTHER  THAN  REGISTERED  HOLDER.  If the
Subscription  Certificate is executed by a person other than the holder named on
the face of the  Subscription  Certificate,  proper evidence of authority of the
person executing the Subscription Certificate must accompany the same unless the
Subscription Agent, in its discretion, dispenses with proof of authority.

            (c)   SIGNATURE GUARANTEES.  Your signature must be guaranteed by an
Eligible  Guarantor  Institution  if you  specify  special  issuance or delivery
instructions.

      5.    METHOD  OF  DELIVERY.   The  method  of  delivery  of   Subscription
Certificates and the payment of the Subscription Price to the Subscription Agent
will be at the election and risk of the Subscription  Rights holder.  If sent by
mail, it is recommended that they be sent by registered mail,  properly insured,
with return receipt  requested,  and that a sufficient number of days be allowed
to ensure receipt by to the Subscription Agent prior to the Expiration Date.

      6.    SPECIAL PROVISIONS  RELATING TO THE DELIVERY OF SUBSCRIPTION  RIGHTS
THROUGH DEPOSITORY FACILITY PARTICIPANTS. In the case of holders of Subscription
Rights that are held of record  through The  Depository  Trust Company  ("DTC"),
exercises  of  the  Basic  Subscription   Privilege  and  the  Over-Subscription
Privilege may be effected by  instructing  DTC to transfer  Subscription  Rights
from the DTC account of such  participant to the DTC account of the Subscription
Agent,  together with payment of the Subscription Price for each share of Common
Stock  subscribed  for  pursuant  to the Basic  Subscription  Privilege  and the
Over-Subscription Privilege.

                                       7