##### Table of Contents





UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
  FORM 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the period from January 28, 2008 through
    December 31, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    to   Commission file number:
    0-50261*
  G REIT LIQUIDATING
    TRUST
 (Exact name of registrant as
    specified in its charter)
  Maryland

26-6199755(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   1551 N. Tustin Avenue, Suite 300,
    Santa Ana, California(Address of principal
    executive offices)

92705(Zip Code)   Registrants telephone number,
    including area code:
    (714) 667-8252
  Securities registered pursuant to
    Section 12(b) of the Act:
  Title of each class

Name of each exchange on which
    registeredNone

None   Securities registered pursuant to
    Section 12(g) of the Act:
 None
 (Title of class)
  Indicate by check mark if the registrant is a well-known
    seasoned issuer, as defined in Rule 405 of the Securities
    Act.

Yes
    o

No
    þIndicate by check mark if the registrant is not required to file
    reports pursuant to Section 13 or Section 15(d) of the
    Act.*

Yes
    o

No
    oIndicate by check mark whether the registrant (1) has filed
    all reports required to be filed by Sections 13 or 15(d) of
    the Securities Exchange Act of 1934 during the preceding
    12 months (or for such shorter period that the registrant
    was required to file such reports), and (2) has been
    subject to such filing requirements for the past 90 days.*

Yes
    o

No
    oIndicate by check mark whether the registrant has submitted
    electronically and posted on its corporate Web site, if any,
    every Interactive Data File required to be submitted and posted
    pursuant to Rule 405 of
    Regulation S-T
    (§ 232.405 of this chapter) during the preceding
    12 months (or for such shorter period that the registrant
    was required to submit and post such files).

Yes
    o

No
    oIndicate by check mark if disclosure of delinquent filers
    pursuant to Item 405 of
    Regulation S-K
    (§ 229.405 of this chapter) is not contained herein, and
    will not be contained, to the best of registrants
    knowledge, in definitive proxy or information statements
    incorporated by reference in Part III of this
    Form 10-K
    or any amendment to this
    Form 10-K.*



oIndicate by check mark whether the registrant is a large
    accelerated filer, an accelerated filer, a non-accelerated
    filer, or a smaller reporting company. See the definitions of
    large accelerated filer, accelerated
    filer and smaller reporting company in
    Rule 12b-2
    of the Exchange Act. (Check one):   Large accelerated filer

o

Accelerated filer

oNon-accelerated filer

þ
    (Do not check if a smaller reporting company)

Smaller reporting company

o
   Indicate by check mark whether the registrant is a shell company
    (as defined in
    Rule 12b-2
    of the Act)

Yes
    o

No
    þState the aggregate market value of the voting and non-voting
    common equity held by non-affiliates computed by reference to
    the price at which the common equity was last sold, or the
    average bid and asked price of such common equity, as of
    June 30, 2008. Not applicable.As of April 15, 2009, there were 43,920,000 units of
    beneficial interest in G REIT Liquidating Trust
    outstanding.   DOCUMENTS
    INCORPORATED BY REFERENCE
 None
  *
    
    G REIT Liquidating Trust is
    the transferee of the assets and liabilities of G REIT,
    Inc., and files reports under the Commission file number for
    G REIT, Inc. G REIT, Inc. filed a Form 15 on
    January 28, 2008, indicating its notice of termination of
    registration and filing requirements.




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##### 





G REIT
    Liquidating Trust
  TABLE OF
    CONTENTS
   
 PagePART IItem 1.


Business


3Item 1A.


Risk Factors


8Item 1B.


Unresolved Staff Comments


24Item 2.


Properties


24Item 3.


Legal Proceedings


28Item 4.


Submission of Matters to a Vote of Security
    Holders


29PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


30Item 6.


Selected Financial Data


30Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


32Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


43Item 8.


Financial Statements and Supplementary Data


43Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


43Item 9A(T).


Controls and Procedures


43Item 9B.


Other Information


44PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


45Item 11.


Executive Compensation


47Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


48Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


48Item 14.


Principal Accounting Fees and Services


50PART IVItem 15.


Exhibits, Financial Statement Schedules


51SIGNATURES


68EX-21.1EX-31.1EX-32.1   2




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PART I  Item 1.
    Business.  The use of the words we, us or
    our refers to G REIT Liquidating Trust and its
    subsidiaries, except where the context otherwise requires.
  Overview
        Liquidation
    of G REIT, Inc.
   3




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Form 10-K Form 8-K
       4




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Our
    Advisor
    Current
    Objectives and Policies
      
    managing costs and seeking to minimize operating expenses by
    centralizing management, leasing, marketing, financing,
    accounting, renovation and data processing activities;
    improving rental income and cash flow by aggressively marketing
    rentable space and raising rents when feasible;
    emphasizing regular maintenance and periodic renovation to meet
    the needs of tenants and to maximize long-term returns; and
    refinancing our properties when favorable financing terms are
    available to increase the cash flow.    Property
    Disposition
   5




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Financing
    Policies
      Tax
    Status
    Tax
    Treatment
  Form 1099-DIV
  Reports
    to Beneficiaries
  Form 10-K Form 8-K
  Meetings
    of Beneficiaries; Removal of Trustees
   6




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Distributions
      Competition
      Government
    Regulations
   7




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Environmental
    Employees
    Financial
    Information About Industry Segments
    Item 1A.
    Risk
    Factors.  Risks
    Associated with Our Liquidation
  If our
    properties were purchased at a time when the commercial real
    estate market was experiencing substantial influxes of capital
    investment and competition for properties, our properties may
    not appreciate or may decrease in value.
    If we
    are unable to find buyers for our properties at our expected
    sales price, our liquidating distributions to our beneficiaries
    may be delayed or reduced.
  and/or
 8




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The
    recent downturn in the credit markets may increase the cost of
    borrowing, and may make it difficult for prospective buyers of
    our properties to obtain financing, which would have a material
    adverse effect on our liquidation.
      We may
    be unable to secure funding for future capital improvements,
    which could adversely impact our ability to attract or retain
    tenants and subsequently fund our operations.
    Our
    use of borrowings to fund or partially fund acquisitions and
    improvements on properties in the past, and our potential use of
    borrowings to fund improvements in the future, could result in
    foreclosures and unexpected debt service expenses upon
    refinancing, both of which could have an adverse impact on our
    operations and cash flow, and restrictive covenants in our
    mortgage loan documents may restrict our operating or
    acquisition activities.
     9




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Our
    ability to dispose of our properties and our ability to pay
    liquidating distributions to our beneficiaries are subject to
    general economic and regulatory factors we cannot control or
    predict.
    
    poor economic times may result in defaults by tenants at our
    properties. We may also be required to provide rent concessions
    or reduced rental rates to maintain or increase occupancy levels;
    job transfers and layoffs may cause vacancies to increase and a
    lack of future population and job growth may make it difficult
    to maintain or increase occupancy levels;
    increases in supply of competing properties or decreases in
    demand for our properties may impact our ability to maintain or
    increase occupancy levels;
    changes in interest rates and availability of debt financing
    could render the sale of our properties difficult or
    unattractive; and
    increased insurance premiums, real estate taxes or energy or
    other expenses may reduce funds available for distribution or,
    to the extent such increases are passed through to tenants, may
    lead to tenant defaults. Also, any such increased expenses may
    make it difficult to increase rents to tenants on turnover,
    which may limit our ability to increase our returns.  We may
    delay or reduce our estimated liquidating distributions to our
    beneficiaries.
   10




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We may
    be unable to sell our unconsolidated property interest at our
    expected value.
    Our
    co-ownership arrangements with affiliated entities may not
    reflect solely our beneficiaries best interests and may
    subject these investments to increased risks.
    
    the risk that the co-owner(s) in the investment might become
    bankrupt;
    the risk that the co-owner(s) may at any time has economic or
    business interests or goals which are inconsistent with our
    business interests or goals;
    the risk that the co-owner(s) may not be able to make required
    payments on loans under which we are jointly and severally
    liable;
    the risk that all the co-owners may not approve refinancing,
    leases and lease amendments requiring unanimous consent of
    co-owners that would have adverse consequences for our
    beneficiaries; or
    the risk that the co-owner(s) may be in a position to take
    action contrary to our instructions or requests or contrary to
    our policies or objectives, such as selling a property at a time
    when it would have adverse consequences to us.    If any
    party to a future sale agreement with respect to our remaining
    assets defaults thereunder, or if the sale does not otherwise
    close, our liquidating distributions may be delayed or
    reduced.
   11




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Decreases
    in property values may reduce the amount that we receive upon a
    sale of our remaining assets.
    
    adverse changes in economic conditions;
    the financial performance of our tenants, and the ability of our
    tenants to satisfy their obligations under their leases;
    potential major repairs which are not presently contemplated;
    terminations and renewals of leases by our tenants;
    changes in interest rates and the availability of financing;
    competition; and
    changes in real estate tax rates and other operating expenses.    If we
    are unable to maintain the occupancy rates of currently leased
    space and lease currently available space, if tenants default
    under their leases or other obligations to us during the
    liquidation process or if our cash flow during the liquidation
    is otherwise less than we expect, our liquidating distributions
    to our beneficiaries may be delayed or reduced.
    If our
    liquidation costs or unpaid liabilities are greater than we
    expect, our liquidating distributions to our beneficiaries may
    be delayed or reduced.
   12




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There
    can be no assurance that the plan of liquidation will result in
    greater returns to our beneficiaries on their investment within
    a reasonable period of time, than our beneficiaries would
    receive through other alternatives reasonably available to
    us.
    If we
    are unable to retain our advisor to complete the plan of
    liquidation, our liquidating distributions might be delayed or
    reduced.
    and/or and/or
  Our
    beneficiaries may not receive any profits resulting from the
    sale of one or more of our remaining assets, or receive such
    profits in a timely manner, because we may provide financing to
    the purchaser of such property.
   13




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Our
    beneficiaries may recognize taxable income as a result of the
    transfer of GREITs assets and liabilities to
    us.
    The
    value of our portfolio may be adversely affected by the adoption
    of the plan of liquidation.
  winding-up
  Our
    Trustees may amend the plan of liquidation without further
    beneficiary approval.
    Our
    Trustees have the authority to sell our remaining assets under
    terms less favorable than those assumed for the purpose of
    estimating our net liquidation value range.
   14




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Approval
    of the plan of liquidation may lead to litigation which could
    result in substantial costs and distract our Trustees and
    advisor.
    Our
    advisor has conflicts of interest that may influence its
    performance under the plan of liquidation and may cause it to
    manage our liquidation in a manner not solely in the best
    interests of our beneficiaries.
    
    Our advisor or its affiliates receive compensation under the
    expired Advisory Agreement, including fees for disposing of our
    interests in our consolidated and unconsolidated properties. Our
    advisor has engaged Realty to provide various services to us in
    connection with our properties, including disposing of our
    remaining assets. In accordance with the plan of liquidation,
    our advisor or Realty will be paid to liquidate our remaining
    assets pursuant to the Advisory Agreement. Based on the
    estimated sales prices of our remaining assets as of
    December 31, 2008, we estimate that we will pay fees to
    Realty or its affiliates of approximately $1,157,000 for
    disposing of our remaining assets during liquidation. Our
    advisor or Realty also have agreements with certain affiliated
    co-owners of our properties, pursuant to which our advisor will
    also receive fees for the disposition of the affiliated
    co-owners interests in the properties. Based on our
    estimated sales prices as of December 31, 2008, we estimate
    that the total fees that will be received by our advisor or
    Realty from the affiliated co-owners will be approximately
    $1,422,000, which includes the fees to be received by our
    advisor under the Advisory Agreement. Moreover, if we sell one
    or more of our remaining assets to one of our affiliates or an
    affiliate of our advisor, our advisor and Realty may receive
    additional fees from the purchaser of the property.
    Our advisor owns 23,138 units, and, therefore, in
    accordance with the plan of liquidation, based on the net assets
    in liquidation as of December 31, 2008, plus liquidating
    distributions to our beneficiaries through December 31,
    2008, will be entitled to receive approximately $237,000 in
    liquidating distributions. These estimates include projections
    of costs and expenses expected to be incurred during the period
    required to complete the plan of liquidation. These projections
    could change materially based on the timing of any sales, the
    performance of the underlying assets and change in the
    underlying assumptions of the projected cash flows.
    Our former Executive Vice President and Secretary, who is also
    an executive officer of our advisor, owns a total of
    20,000 units, and, therefore, in accordance with the plan
    of liquidation, based on the net assets in liquidation as of
    December 31, 2008, plus liquidating distributions to our
    beneficiaries through December 31, 2008, will be entitled
    to receive approximately $205,000 in liquidating distributions.
    These estimates include projections of costs and expenses
    expected to be incurred during the period required to complete
    the plan of liquidation. These projections could change
    materially based on the timing of any sales, the performance of
    the underlying assets and change in the underlying assumptions
    of the projected cash flows.
    Our Trustees own a total of 45,000 units in the aggregate
    and, therefore, in accordance with the plan of liquidation,
    based on the net assets in liquidation as of December 31,
    2008, plus liquidating distributions to G REIT stockholders
    through December 31, 2008, will be entitled to receive
    approximately $460,000 in liquidating distributions. These
    estimates include projections of costs and 15




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expenses expected to be incurred during the period required to
    complete the plan of liquidation. These projections could change
    materially based on the timing of any sales, the performance of
    the underlying assets and change in the underlying assumptions
    of the projected cash flows.  
    Under the plan of liquidation approved by G REITs
    stockholders, G REITs independent directors were
    entitled to receive certain milestone payments of $25,000 on
    each of December 31, 2007 and 2006 for serving as members
    of G REITs board of directors and G REITs
    special committee. Our Trustees (and previously as the
    independent directors of G REIT) are also entitled to
    receive a milestone payment of $50,000 when we have made
    aggregate liquidating distributions of at least $11.00 per unit
    to our beneficiaries. Assuming that our Trustees receive the
    maximum amount of milestone payments for serving as our Trustees
    and for previously serving as members of G REITs
    board of directors and G REITs special committee,
    they will each receive aggregate payments of up to $100,000.
    However, based on the estimated liquidating distributions of
    $10.23 per unit as of December 31, 2008, we do not
    anticipate that any additional milestone payments will be made
    to the Trustees as we do not anticipate making aggregate
    liquidating distributions of at least $11.00 per unit to our
    beneficiaries. As of April 15, 2009, based upon the
    satisfaction of performance milestones, each of
    Messrs. Hunt, Inlow, Johnson, Wallace and Wescombe have
    received milestone payments of $50,000 each from G REIT
    and/or
    G REIT Liquidating Trust.
    The plan of liquidation permits us to sell one or more of our
    remaining assets to one or more of our affiliates, but only if
    the transaction is approved by our Trustees. If we enter such a
    transaction, our Trustees will only approve the transaction if
    (i) they determine that the consideration to be received by
    us in connection with such transaction is fair to us and the
    transaction is in our best interests, and (ii) we have
    obtained an appraisal of such asset showing that the proposed
    sale price is within the appraisers range of estimated
    values for the asset, or we have obtained an opinion from
    Stanger, or another independent consultant, that the
    consideration to be received by us in connection with such sale
    is fair to us from a financial point of view. We expect that our
    Trustees will require that Stanger, or another independent
    consultant, opine to us, from a financial point of view, as to
    the fairness of the consideration to be received by us in such
    transaction or conduct an appraisal of the underlying property.
    In no event will our Trustees approve a transaction if we have
    received a higher offer for the property from a credible party
    whom we reasonably believe is ready, able and willing to close
    the transaction on the proposed terms. Additionally, if we sell
    one or more of our remaining assets to unaffiliated third
    parties or our affiliates, our advisor, Realty or an affiliate
    of our advisor may manage one or more of such properties
    following their sale, which would entitle our advisor, Realty or
    an affiliate of our advisor to receive additional fees.
    Our advisor is entitled to receive certain incentive
    distributions from net proceeds from the sale of our remaining
    assets after our beneficiaries have received their invested
    capital, plus an 8.0% return on such invested capital. After the
    sale of our remaining assets, and payment of, or adequate
    provision for, the debts and obligations, our advisor will
    receive an incentive performance distribution between
    approximately $0 and $9,070,000. Based on the valuation of our
    portfolio as of December 31, 2008, we have not reserved for
    any incentive fee distribution to our advisor.    Our
    adoption of the plan of liquidation caused our accounting basis
    to change, which could require us to write-down our remaining
    assets.
   16




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Beneficiaries
    could be liable to the extent of liquidating distributions
    received if contingent reserves are insufficient to satisfy our
    liabilities.
      We may
    have underestimated the amount of prepayment fees or defeasance
    charges on our mortgages.
    We
    expect to incur increasingly significant costs in connection
    with Sarbanes-Oxley compliance and we may become subject to
    liability for any failure to comply.
    and/or
 17




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Risks of
    our Business
  Erroneous
    disclosures in the prior performance tables in GREITs
    initial and secondary public offering documents could result in
    lawsuits or other actions against us which could have a material
    adverse effect upon our business and results of
    operations.
    Due to
    the risks involved in the ownership of real estate, there is no
    guarantee of any return on our beneficiaries investments
    and our beneficiaries may lose some or all of their
    investment.
    
    changes in the general economic climate;
    changes in local conditions such as an oversupply of space or
    reduction in demand for real estate;
    changes in interest rates and the availability of
    financing; and
    changes in laws and governmental regulations, including those
    governing real estate usage, zoning and taxes.    If our
    unconsolidated property is unable to generate sufficient funds
    to pay its expenses, liabilities or distributions, our
    liquidating distributions to our beneficiaries may be reduced
    and/or delayed.
   18




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Our
    properties face significant competition.
    We
    depend upon our tenants to pay rent, and their inability to pay
    rent may substantially reduce our revenues and cash available
    for distribution to our beneficiaries.
    
    downturns in national, regional or local economic conditions
    where our properties are located, which generally will
    negatively impact the demand for office space and rental rates;
    changes in local market conditions such as an oversupply of
    office properties, including space available by sublease, or a
    reduction in demand for the lease of office properties, making
    it more difficult for us to lease space at attractive rental
    rates or at all;
    competition from other available office properties owned by
    others, which could cause us to lose current or prospective
    tenants or cause us to reduce rental rates to competitive levels;
    our ability to pay for adequate maintenance, insurance, utility,
    security and other operating costs, including real estate taxes
    and debt service payments, that are not necessarily reduced when
    circumstances such as market factors and competition cause a
    reduction in income from a property; and
    changes in federal, state or local regulations and controls
    affecting rents, prices of goods, interest rates, fuel and
    energy consumption.   19




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Lack
    of diversification and illiquidity of real estate may make it
    difficult for us to sell underperforming properties or recover
    our investment in one or more properties.
    Lack
    of geographic diversity may expose us to regional economic
    downturns that could adversely impact our operations or our
    ability to recover our investment in one or more
    properties.
    If one
    of our insurance carriers does not remain solvent, we may not be
    able to fully recover on our claims.
    The
    failure of any bank in which we deposit our funds could reduce
    the amount of cash we have available to repay debt obligations
    and fund operations.
    Our
    consolidated properties depend upon the Texas and California
    economies and the demand for office space.
   20




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Losses
    for which we either could not or did not obtain insurance will
    adversely affect our earnings and we may be unable to comply
    with insurance requirements contained in mortgage or other
    agreements due to high insurance costs.
  and/or
  Our
    co-ownership arrangements with affiliated entities may not
    reflect solely our beneficiaries best interests and may
    subject these investments to increased risks.
    
    the risk that the co-owner(s) in the investment might become
    bankrupt;
    the risk that the co-owner(s) may at any time have economic or
    business interests or goals which are inconsistent with our
    business interests or goals;
    the risk that the co-owner(s) may be unable to make required
    payments on loans under which we are jointly and severally
    liable; or
    the risk that the co-owner(s) may be in a position to take
    action contrary to our instructions or requests or contrary to
    our policies or objectives, such as selling a property at a time
    when it would have adverse consequences to us.   21




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There
    is currently no public market for our units of beneficial
    interest and the units of beneficial interest may not be
    transferred except by operation of law or upon the death of a
    beneficiary.
    Our
    unconsolidated property may not have sufficient cash flow to
    cover its required debt service payment, which could result in
    its foreclosure and unexpected debt service expenses upon
    refinancing, both of which could have an adverse impact on our
    operations and cash flow. Additionally, restrictive covenants in
    our loan documents may restrict our disposition
    activities.
          Because
    some of our principal tenants are U.S. government and state
    agencies, our properties may have a higher risk of terrorist
    attack than similar properties leased to non-governmental
    tenants.
   22




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We
    depend on the U.S. government for a significant portion of our
    revenues. Any failure by the U.S. government to perform its
    obligations or renew its leases upon expiration may harm our
    cash flow and ability to pay liquidating
    distributions.
    An
    increase in the operating costs of our government-leased
    properties would harm our cash flow and ability to pay
    liquidating distributions.
    Since
    our cash flow is not assured, we may not pay distributions in
    the future.
    The
    conflicts of interest of our advisor and its executive officers
    with us may mean that we will not be managed by our advisor
    solely in the best interests of our beneficiaries.
    and/or
   23




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
    limit the time and services that our advisor devotes to us,
    because it will be providing similar services to T REIT
    Liquidating Trust, NNN 2002 Value Fund, LLC, NNN 2003 Value
    Fund, LLC, Grubb & Ellis Healthcare REIT, Inc. and
    Grubb & Ellis Healthcare REIT II, Inc. and other real
    estate investment programs and properties;
    impair our ability to compete for tenants in geographic areas
    where other properties are advised by our advisor and its
    affiliates; and
    impair our ability to compete for the acquisition or disposition
    of properties with other real estate entities that are also
    advised by our advisor and its affiliates and seeking to acquire
    or dispose of properties at or about the same time as us.    The
    absence of arms length bargaining may mean that our
    agreements are not as favorable to our beneficiaries as these
    agreements otherwise would have been.
    Increases
    in our insurance rates could adversely affect our cash flow and
    our ability to make liquidating distributions to our
    beneficiaries pursuant to the plan of liquidation.
    Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.      % Total of





AnnualGLA


% of


%


Date


Annual


Annualized


Physical


Rent perProperty

Location

(Sq Ft)


GLA


Owned


Acquired


Rent(1)


Rent


Occupancy


Sq Ft(2)Sutter Square Galleria

Sacramento, CA


61,000



7.5
%


100.0
%


10/28/03


$
608,000



8.2
%


64.1
%

$
15.52Pacific Place

Dallas, TX


324,000



39.9



100.0
%


05/26/04














$
Western Place I & II

Fort Worth, TX


427,000



52.6



78.5
%


07/23/04



6,770,000



91.8



91.6
%

$
17.29Totals




812,000



100.0
%









$
7,378,000



100.0
%


53.0
%

$
17.13     (1)
    
    Annualized rental income is based on contractual base rent from
    leases in effect as of December 31, 2008.(2)
    
    Average annual rent per occupied square foot as of
    December 31, 2008. 24




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
    we believe all of our properties are adequately covered by
    insurance and are suitable for their intended purposes;
    we have no plans for any material renovations, improvements or
    development of our properties, except in accordance with planned
    budgets;
    our properties are located in markets where we are subject to
    competition in attracting new tenants and retaining current
    tenants.  Significant
    Tenants
    Ownership
    Information
    
 25




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Ownership
    of Congress Center
    
  Ownership
    of Western Place I & II
    
 26




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Lease
    Expiration Table
    % of Leased





% of TotalTotal Square Feet


Area


Annual Rent


Annual RentNumber of


of


Represented by


Under


Represented byYear Ending December 31

Leases Expiring


Expiring Leases


Expiring Leases


Expiring Leases


Expiring Leases(1)2009


9



48,000



11.8
%

$
791,000



10.7
%2010


12



110,000



27.1



1,864,000



25.32011


10



48,000



11.8



873,000



11.82012


9



96,000



23.6



1,729,000



23.42013


7



34,000



8.5



640,000



8.72014


3



35,000



8.6



595,000



8.12015


2



35,000



8.6



585,000



7.92016


















2017


















2018


















Thereafter


















Total


52



406,000



100.0
%

$
7,077,000



95.9
%     (1)
    
    The annual rent percentage is based on the total annual base
    rent as of December 31, 2008, which, in addition to leases
    with scheduled expirations as included in this table, include
    certain tenants that have leases extended on a monthly basis.  Concentration
    of Tenants
    % ofCurrent


Total


RentableAnnual


Rental


Square


LeaseLessee

Property

Base Rent


Income


Feet


ExpirationLockheed Martin/EIS*

Western Place I & II

$
669,000



9.1
%


38,000



12/31/2010BAE Systems*

Western Place I & II


553,000



7.5



32,000



4/30/2012Leprechaun, LLC

Western Place I & II


504,000



6.8



28,000



10/31/2012THS Business Telecommunications

Western Place I & II


478,000



6.5



28,000



2/28/2010U.S. General Services Administration*

Western Place I & II


360,000



4.9



20,000



10/31/2012Apex Capital Corp.

Western Place I & II


358,000



4.9



21,000



12/31/2015UC Davis Extension*

Sutter Square Galleria


357,000



4.8



18,000



01/01/2012Plains Capital Group

Western Place I & II


283,000



3.8



13,000



08/31/2010Tarrant Workforce Advantage

Western Place I & II


230,000



3.1



12,000



07/31/2013Office of the Attorney General*

Western Place I & II


227,000



3.1



14,000



12/31/2015$
4,019,000



54.5
%


224,000     *
    
    Government entity or government contractor. 27




---



##### Table of Contents



Geographic
    Diversification; Concentration Table
    Aggregate


Approximate


Current


ApproximateNo. of


Rentable


% of Rentable


Annual Base


% of AggregateState

Properties


Square Feet


Square Feet


Rent


Annual RentTexas


2



751,000



92.5
%

$
6,770,000



91.8
%California


1



61,000



7.5



608,000



8.2Total


3



812,000



100.0
%

$
7,378,000



100.0
%     Indebtedness
        Item 3.
    Legal
    Proceedings.  Prior
    Performance Tables
   28




---



##### Table of Contents



Form 8-K
  Litigation
    Item 4.
    Submission
    of Matters to a Vote of Security Holders.   29




---



##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.  Market
    Information
    Beneficiaries
    Distributions
    Equity
    Compensation Plan Information
    Item 6.
    Selected
    Financial Data.    December 31,Selected Financial Data

2008STATEMENT OF NET ASSETS:Total assets

$
86,679,000Mortgage loans payable secured by property held for sale

$
19,324,000Net assets in liquidation(1)

$
60,909,000Net asset value per unit(1)

$
1.39     (1)
    
    The net assets in liquidation as of December 31, 2008 of
    $60,909,000, plus the cumulative liquidating distributions paid
    through December 31, 2008 of approximately $388,612,000 (of
    which $382,270,000 was paid to G REIT stockholders prior to
    the transfer of G REITs assets and liabilities to
    us), would result in liquidating distributions per unit of
    approximately $10.23 as of December 31, 2008 (of which
    $8.84 per unit has been paid, which includes $8.70 per share
    paid to G REIT stockholders prior to the transfer of
    G REIT assets and liabilities to us).  30




---



##### Table of Contents



Period fromJanuary 28,2008throughDecember 31,2008STATEMENT OF CHANGES IN NET ASSETS:Net assets contributed to G REIT Liquidating Trust on
    January 28, 2008

$
96,408,000Change in estimated receipts in excess of estimated costs during
    liquidation


(3,908,000
)Net decrease in fair value


(25,249,000
)Liquidating distributions to beneficiaries


(6,342,000
)Change in net assets in liquidation


(35,499,000
)Net assets in liquidation at December 31, 2008

$
60,909,000  31




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  The following discussion should be read in conjunction with
    Item 6. Selected Financial Data and our
    consolidated financial statements and related notes included
    elsewhere in this report.
  Forward-Looking
    Statements
      Overview
    and Background
     32




---



##### Table of Contents



Liquidation
    of G REIT, Inc.
       33




---



##### Table of Contents



Form 10-K Form 8-K
      Our
    Advisor
      Property
    Disposition
   34




---



##### Table of Contents



Critical
    Accounting Policies
  Use of
    Estimates
    Liquidation
    Basis of Accounting
      Asset
    (Liability) for Estimated Receipts (Costs) in Excess of
    Estimated Costs (Receipts) during Liquidation
   35




---



##### Table of Contents



January 28,


Cash Payments


Change in


December 31,2008


and (Receipts)


Estimates


2008Assets:Estimated net inflows from consolidated and unconsolidated
    operating activities

$
3,723,000


$
71,000


$
(4,560,000
)

$
(766,000
)Liabilities:Liquidation costs


(1,946,000
)


1,111,000



22,000



(813,000
)Capital expenditures


(804,000
)


663,000



(1,215,000
)


(1,356,000
)Total liabilities


(2,750,000
)


1,774,000



(1,193,000
)


(2,169,000
)Total asset (liability) for estimated receipts (costs) in excess
    of estimated costs (receipts) during liquidation

$
973,000


$
1,845,000


$
(5,753,000
)

$
(2,935,000
)   Net
    Assets in Liquidation
    Factors
    Which May Influence Future Changes in Net Assets in
    Liquidation
  Rental
    Income
    Scheduled
    Lease Expirations
    Sarbanes-Oxley
    Act
   36




---



##### Table of Contents



and/or
  Transfer
    to G REIT Liquidating Trust
    Investments in real estate

$
85,734,000Cash and cash equivalents


29,374,000Restricted cash


1,412,000Accounts receivable, net


2,325,000Accounts receivable from related parties


373,000Asset for estimated receipts in excess of estimated costs during
    liquidation


973,000Mortgage loans payable secured by real estate


(18,840,000
)Accounts payable and accrued expenses


(3,848,000
)Accounts payable to related parties


(227,000
)Security deposits and prepaid rent


(868,000
)Net assets in liquidation

$
96,408,000   Changes
    in Net Assets in Liquidation
  For
    the period from January 28, 2008 through December 31,
    2008
       37




---



##### Table of Contents



Liquidity
    and Capital Resources
    Current
    Sources of Capital and Liquidity
  and/or
    Other
    Liquidity Needs
         38




---



##### Table of Contents



Factors
    Which May Influence Future Sources of Capital and
    Liquidity
  Prior
    Performance Tables
    Form 8-K
  Debt
    Financing
  (a) 30-day
 39




---



##### Table of Contents



Other
    Liquidity Needs
           40




---



##### Table of Contents



Capital
    Resources
  General
        Financing
        Unconsolidated
    Debt
      Insurance
    Coverage
  Property
    Damage, Business Interruption, Earthquake and
    Terrorism
    Debt
    Service Requirements
   41




---



##### Table of Contents



Contractual
    Obligations
    10-year
  Subsequent
    Event
    Off-Balance
    Sheet Arrangements
    Inflation
    Recently
    Issued Accounting Pronouncements
  Fair Value Measurements, SFAS No. 157-1, Application of FASB Statement No. 157 to FASB Statement
    No. 13 and Other Accounting Pronouncements That Address
    Fair Value Measurements for Purposes of Lease Classification or
    Measurement Under Statement 13, SFAS No. 157-1. SFAS No. 157-1 Accounting for Leases SFAS No. 157-2, Effective Date of FASB Statement No. 157, SFAS No. 157-2. SFAS No. 157-2 SFAS No. 157-3, Determining the Fair Value of a Financial Asset When the
    Market for That Asset Is Not Active SFAS No. 157-3. SFAS No. 157-3 SFAS No. 157-1 SFAS No. 157-1 SFAS No. 157-3 SFAS No. 157-2
 42




---



##### Table of Contents



The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  Disclosures about Derivative Instruments and Hedging
    Activities
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.      Item 8.
    Financial
    Statements and Supplementary Data.    Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.  Form 10-K.
  Item 9A(T).
    Controls
    and Procedures.  Evaluation of disclosure controls and
    procedures.
 43




---



##### Table of Contents



Rules 13a-15(e) 15d-15(e)
  Managements Report on Internal Control over
    Financial Reporting. Rules 13a-15(f) 15d-15(f).
      Changes in internal control over financial
    reporting.
  Form 10-K Form 10-K.
  Item 9B.
    Other
    Information.   44




---



##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.    Name

Age

Position

Term of OfficeGary Hunt


60


Trustee


Since January 2008W. Brand Inlow


55


Trustee


Since January 2008Edward A. Johnson


57


Trustee


Since January 2008D. Fleet Wallace


41


Trustee


Since January 2008Gary T. Wescombe


66


Chairman of the Trustees


Since January 2008   Gary H. Hunt 110-year-old
  W. Brand Inlow
  Edward A. Johnson
 45




---



##### Table of Contents



D. Fleet Wallace
  Gary T. Wescombe
  Audit
    Committee
    Fiduciary
    Relationship of our Advisor to Us
   46




---



##### Table of Contents



Compensation
    of Trustees
      Trustee

Role

Meeting Fees ($)Gary T. Wescombe

Chairman of the Trustees

$
9,000Edward A. Johnson

Trustee

$
5,000D. Fleet Wallace

Trustee

$
5,000W. Brand Inlow

Trustee

$
5,000Gary H. Hunt

Trustee

$
6,000   and/or
  Section 16(a)
    Beneficial Ownership Reporting Compliance
    Code of
    Ethics
    Item 11.
    Executive
    Compensation.  Compensation
    of Executive Officers
  Form 10-K.
 47




---



##### Table of Contents



Option/SAR
    Grants in Last Fiscal Year
    Compensation
    Committee Interlocks and Insider Participation
    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.  PRINCIPAL
    BENEFICIARIES
        Number of UnitsBeneficially


Percent ofName of Beneficial Owner

Owned


ClassGary T. Wescombe, Chairman of the Trustees


10,000



*Edward A. Johnson, Trustee


10,000



*D. Fleet Wallace, Trustee


10,000



*W. Brand Inlow, Trustee


10,000



*Gary H. Hunt, Trustee


5,000



*Total


45,000     *
    
    Represents less than 1.0% of our outstanding units of beneficial
    interest.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    Advisory
    Agreement
   48




---



##### Table of Contents



Real
    Estate Disposition Fee
    Lease
    Commissions
    Property
    Management Fees
    Incentive
    Distributions
   49




---



##### Table of Contents



Milestone
    Payments to our Trustees
  and/or
  Real
    Estate Commissions
    Related
    Party Accounts Receivable/Payable
    Review,
    Approval or Ratification of Transactions with Related
    Persons
    Director
    and Trustee Independence
    Item 14.
    Principal
    Accounting Fees and Services.   50




---



##### Table of Contents



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules.  Financial Statements:
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageUnaudited Consolidated Statement of Net Assets as
    of December 31, 2008 (Liquidation Basis)


52Unaudited Consolidated Statement of Changes in
    Net Assets (Liquidation Basis) For the Period from
    January 28, 2008 through December 31, 2008


53Notes to Unaudited Consolidated Financial
    Statements


54   Financial Statement Schedules:
    PageReal Estate and Accumulated Depreciation (Schedule III)


67     Exhibits:
    Exhibits:
    Financial Statement Schedules:
  PageReal Estate and Accumulated Depreciation
    (Schedule III)


67  51




---



##### Table of Contents



G REIT
    LIQUIDATING TRUSTCONSOLIDATED STATEMENT OF NET ASSETS(Liquidation Basis)
    December 31, 2008 (Unaudited)
  December 31, 2008ASSETSReal estate investments:Real estate held for sale

$
39,802,000Investments in unconsolidated real estate


8,544,00048,346,000Cash and cash equivalents


35,777,000Accounts receivable, net


2,139,000Accounts receivable from related parties


417,000Total assets


86,679,000LIABILITIESMortgage loans payable secured by properties held for sale

$
19,324,000Accounts payable and accrued liabilities


2,885,000Accounts payable due to related parties


133,000Security deposits and prepaid rent


493,000Liability for estimated costs in excess of estimated receipts
    during liquidation


2,935,000Total liabilities


25,770,000Commitments and contingencies (Note 11)Net assets in liquidation

$
60,909,000    52




---



##### Table of Contents



G REIT
    LIQUIDATING TRUSTCONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS(Liquidation Basis)
    For the Period from January 28, 2008 through
    December 31, 2008 (Unaudited)
  Net assets contributed to G REIT Liquidating Trust on
    January 28, 2008

$
96,408,000Changes in net assets in liquidation:Changes to asset (liability) for estimated receipts (costs) in
    excess of estimated costs (receipts) during liquidation:Operating loss


313,000Distributions received from unconsolidated properties


(242,000
)Payments of liquidation costs and other amounts


1,774,000Change in estimated receipts (costs) in excess of estimated
    costs (receipts) during liquidation


(5,753,000
)Change to liability for estimated costs in excess of estimated
    receipts during liquidation


(3,908,000
)Change in fair value of assets and liabilities:Change in fair value of real estate investments


(23,404,000
)Change in assets and liabilities due to activity in liability
    for estimated costs in excess of estimated receipts during
    liquidation


(1,845,000
)Net decrease in fair value


(25,249,000
)Liquidating distributions to beneficiaries


(6,342,000
)Change in net assets in liquidation


(35,499,000
)Net assets in liquidation, end of period

$
60,909,000    53




---



##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For
    the Period from January 28, 2008 through December 31,
    2008
  The use of the words we, us or
    our refers to G REIT Liquidating Trust and its
    subsidiaries, except where the context otherwise requires.
  1.
    Organization
    and Description of Business         54




---



##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 
    (Continued)
  2.
    Plan of
    Liquidation      Form 10-K Form 8-K
     55




---



##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 
    (Continued)
      3.
    Summary
    of Significant Accounting Policies    Use of
    Estimates
    Principles
    of Consolidation
  Consolidation of Variable Interest Entities,
  Liquidation
    Basis of Accounting
  tenants-in-common,
 56




---



##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 
    (Continued)
    Cash
    and Cash Equivalents
    Minority
    Interests
    Derivative
    Financial Instruments
    Derivative Instruments and Hedging
    Activities.
  Concentration
    of Credit Risk
     57




---



##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 
    (Continued)
  Income
    Taxes
    Segments
    Recently
    Issued Accounting Pronouncements
  Fair Value Measurements, SFAS No. 157-1, Application of FASB Statement No. 157 to FASB Statement
    No. 13 and Other Accounting Pronouncements That Address
    Fair Value Measurements for Purposes of Lease Classification or
    Measurement Under Statement 13, SFAS No. 157-1. SFAS No. 157-1 Accounting for Leases SFAS No. 157-2, Effective Date of FASB Statement No. 157, SFAS No. 157-2. SFAS No. 157-2 SFAS No. 157-3, Determining the Fair Value of a Financial Asset When the
    Market for That Asset Is Not Active SFAS No. 157-3. SFAS No. 157-3 SFAS No. 157-1 SFAS No. 157-1 SFAS No. 157-3 SFAS No. 157-2
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities
 58




---



##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 
    (Continued)
    Disclosures about Derivative Instruments and Hedging
    Activities
  4.
    Asset
    (Liability) for Estimated Receipts (Costs) in Excess of
    Estimated Costs (Receipts) during Liquidation      January 28,


Cash Payments


Change in


December 31,2008


and (Receipts)


Estimates


2008Assets:Estimated net inflows from consolidated and unconsolidated
    operating activities

$
3,723,000


$
71,000


$
(4,560,000
)

$
(766,000
)Liabilities:Liquidation costs


(1,946,000
)


1,111,000



22,000



(813,000
)Capital expenditures


(804,000
)


663,000



(1,215,000
)


(1,356,000
)Total liabilities


(2,750,000
)


1,774,000



(1,193,000
)


(2,169,000
)Total asset (liability) for estimated receipts (costs) in excess
    of estimated costs (receipts) during liquidation

$
973,000


$
1,845,000


$
(5,753,000
)

$
(2,935,000
)  59




---



##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 
    (Continued)
  5.
    Net
    Assets in Liquidation  For
    the Period from January 28, 2008 through December 31,
    2008
        6.
    Real
    Estate Investments    Acquisitions
    During the Period from January 28, 2008 through
    December 31, 2008
    Dispositions
    During the Period from January 28, 2008 through
    December 31, 2008
   60




---



##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 
    (Continued)
  7.
    Mortgage
    Loans Payable Secured by Properties Held for Sale    (a) 30-day
    8.
    Minority
    Interests      9.
    Future
    Minimum Rent  Rental
    Income
   61




---



##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 
    (Continued)
    Year Ending

Amount2009

$
6,883,0002010


5,797,0002011


4,389,0002012


2,817,0002013


1,645,000Thereafter


1,641,000Total

$
23,172,000     10.
    Related
    Party Transactions  Advisory
    Agreement
  Advisory
    Fees
      Real
    Estate Disposition Fee
    Lease
    Commissions
   62




---



##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 
    (Continued)
  Property
    Management Fees
    Incentive
    Distributions
    Milestone
    Payments to our Trustees
  and/or
  Real
    Estate Commissions
    Related
    Party Accounts Receivable/Payable
   63




---



##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 
    (Continued)
  Review,
    Approval or Ratification of Transactions with Related
    Persons
    11.
    Commitments
    and Contingencies  Operating
    Leases
    Prior
    Performance Tables
    Form 8-K
  Litigation
   64




---



##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 
    (Continued)
    Environmental
    Matters
    Unconsolidated
    Debt
        Other
   65




---



##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 
    (Continued)
  12.
    Subsequent
    Event   66




---



##### Table of Contents



G REIT
    LIQUIDATING TRUST
  SCHEDULE III  REAL ESTATE AND
    ACCUMULATED DEPRECIATION
  Gross Amounts at Which Carried at Close of PeriodInitial Costs to Company











Net











Maximum Life on WhichBuildings and





Buildings and


Accumulated


Liquidation





Date


Date


Depreciation in LatestEncumbrance

Land


Improvements


Land


Improvements


Depreciation(1)


Adjustment(2)


Total


Constructed


Acquired


Income Statement is Computed(1)Sutter Square Galleria (Office), Sacramento, CA

$


$



$
8,414,000


$



$
8,562,000


$
(581,000
)

$



$
7,981,000



1987



October 28, 2003


39 yearsWestern Place I & II (Office), Fort Worth, TX


24,000,000


2,397,000



27,652,000



2,397,000



32,161,000



(1,517,000
)






33,041,000



1980



July 23, 2004


39 yearsPacific Place (Office), Dallas, TX





1,230,000



24,646,000



1,230,000



26,539,000



(1,372,000
)






26,397,000



1982



May 26, 2004


39 yearsNet Liquidation Adjustment(2)


(5,160,000)






















(27,617,000
)


(27,617,000)Total

$
18,840,000

$
3,627,000


$
60,712,000


$
3,627,000


$
67,262,000


$
(3,470,000
)

$
(27,617,000
)

$
39,802,000     Period fromJanuary 28, 2008 toDecember 31, 2008Real estate investments contributed to G REIT Liquidating
    Trust on January 28, 2008 (liquidation basis)

$
71,016,000Capital expenditures


958,000Liquidation adjustment, net(3)


(18,188,000
)Disposals


(13,984,000
)Balance as of December 31, 2008 (liquidation basis)

$
39,802,000     (1)
    
    Depreciation expense has not been recorded subsequent to
    December 31, 2005 as a result of the adoption of the plan
    of liquidation, because all assets are considered held for sale.(2)
    
    Under the liquidation basis of accounting, our real estate
    investments are carried at their estimated fair values. The net
    liquidation adjustment is the cumulative net liquidation
    adjustment that we and G REIT have made to the carrying value of
    our remaining real estate investments since we adopted the
    liquidation basis of accounting as of December 31, 2005.(3)
    
    Represents the net liquidation adjustment we made to the
    carrying value of our remaining real estate investments during
    the period from January 28, 2008 to December 31, 2008. 67




---



##### Table of Contents



SIGNATURES    G REIT LIQUIDATING
    TRUST(Registrant)By

/s/  Gary
    T. WescombeGary
    T. Wescombe

Chairman of the TrusteesDate

April 15, 2009     By

/s/  Gary
    T. WescombeGary
    T. Wescombe

Chairman of the TrusteesDate

April 15, 2009By

/s/  Gary
    H. HuntGary
    H. Hunt

TrusteeDate

April 15, 2009By

/s/  W.
    Brand InlowW.
    Brand Inlow

TrusteeDate

April 15, 2009By

/s/  Edward
    A. JohnsonEdward
    A. Johnson

TrusteeDate

April 15, 2009By

/s/  D.
    Fleet WallaceD.
    Fleet Wallace

TrusteeDate

April 15, 2009  68




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##### Table of Contents



EXHIBIT INDEX
  Regulation S-K,
  Form 10-K Regulation S-K).
  ExhibitNumber

Exhibit2
.1

G REIT, Inc. Plan of Liquidation and Dissolution, as
    approved by stockholders on February 27, 2006 and as currently
    in effect (included as Exhibit A to our Definitive Proxy
    Statement filed on January 13, 2006 and incorporated herein
    by reference)10
.1

Advisory Agreement between G REIT, Inc. and Triple Net
    Properties, LLC (included as Exhibit 10.6 to our Registration
    Statement on Form S-11 filed January 9, 2002 (File No.
    333-76498) and incorporated herein by reference)10
.2

First Amendment to Advisory Agreement between G REIT, Inc.
    and Triple Net Properties, LLC (included as Exhibit 10.8 to Post
    Effective Amendment No. 1 to our Registration Statement on
    Form S-11 filed December 18, 2002 (File No. 333-76498) and
    incorporated herein by reference)10
.3

Liquidating Trust Agreement, dated as of January 22, 2008, by
    and between G REIT, Inc. and Gary H. Hunt, W. Brand Inlow,
    Edward A. Johnson, D. Fleet Wallace and Gary T. Wescombe, the
    Trustees (included as Exhibit 10.1 to our Current Report on Form
    8-K filed January 28, 2008 and incorporated herein by reference)10
.4

Loan Agreement between NNN Western Place, LLC, NNN Western Place
    1, LLC, NNN Western Place 2, LLC, NNN Western Place 3, LLC, NNN
    Western Place 4, LLC, NNN Western Place 5, LLC, NNN Western
    Place 6, LLC, NNN Western Place 7, LLC, GREIT-Western Place, LP
    and Wachovia Bank, National Association, dated February 15, 2008
    and effective February 26, 2008 (included as Exhibit 10.21 to
    our Annual Report on Form 10-K for the fiscal year ended
    December 31, 2007 filed on March 24, 2008 and incorporated
    herein by reference)10
.5

Promissory Note by NNN Western Place, LLC, NNN Western Place 1,
    LLC, NNN Western Place 2, LLC, NNN Western Place 3, LLC, NNN
    Western Place 4, LLC, NNN Western Place 5, LLC, NNN Western
    Place 6, LLC, NNN Western Place 7, LLC and GREIT-Western Place,
    LP in favor of Wachovia Bank, National Association, dated
    February 15, 2008 and effective February 26, 2008 (included as
    Exhibit 10.22 to our Annual Report on Form 10-K for the fiscal
    year ended December 31, 2007 filed on March 24, 2008 and
    incorporated herein by reference)10
.6

Deed of Trust, Assignment, Security Agreement and Fixture Filing
    by NNN Western Place, LLC, NNN Western Place 1, LLC, NNN Western
    Place 2, LLC, NNN Western Place 3, LLC, NNN Western Place 4,
    LLC, NNN Western Place 5, LLC, NNN Western Place 6, LLC, NNN
    Western Place 7, LLC and GREIT-Western Place, LP in favor of
    Wachovia Bank, National Association, dated February 15, 2008 and
    effective February 26, 2008 (included as Exhibit 10.23 to our
    Annual Report on Form 10-K for the fiscal year ended December
    31, 2007 filed on March 24, 2008 and incorporated herein by
    reference)10
.7

Repayment Guaranty by Gary H. Hunt, W. Brand Inlow, Edward A.
    Johnson, D. Fleet Wallace and Gary T. Wescombe, as Trustees of
    the G REIT Liquidating Trust in favor of Wachovia Bank,
    National Association, dated February 15, 2008 and effective
    February 26, 2008 (included as Exhibit 10.24 to our Annual
    Report on Form 10-K for the fiscal year ended December 31, 2007
    filed on March 24, 2008 and incorporated herein by reference) 69




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##### Table of Contents



ExhibitNumber

Exhibit10
.8

Environmental Indemnity Agreement by NNN Western Place, LLC, NNN
    Western Place 1, LLC, NNN Western Place 2, LLC, NNN Western
    Place 3, LLC, NNN Western Place 4, LLC, NNN Western Place 5,
    LLC, NNN Western Place 6, LLC, NNN Western Place 7, LLC,
    GREIT-Western Place, LP, Gary H. Hunt, W. Brand Inlow, Edward A.
    Johnson, D. Fleet Wallace and Gary T. Wescombe, as Trustees of
    the G REIT Liquidating Trust, and NNN Realty Advisors, Inc.
    in favor of Wachovia Bank, National Association, dated February
    15, 2008 and effective February 26, 2008 (included as Exhibit
    10.25 to our Annual Report on Form 10-K for the fiscal year
    ended December 31, 2007 filed on March 24, 2008 and
    incorporated herein by reference)10
.9

ISDA Agreement by and between Wachovia Bank, National
    Association and NNN Western Place, LLC, NNN Western Place 1,
    LLC, NNN Western Place 2, LLC, NNN Western Place 3, LLC, NNN
    Western Place 4, LLC, NNN Western Place 5, LLC, NNN Western
    Place 6, LLC, NNN Western Place 7, LLC and GREIT-Western Place,
    LP, dated January 8, 2008, as amended February 26, 2008
    (included as Exhibit 10.26 to our Annual Report on Form 10-K for
    the fiscal year ended December 31, 2007 filed on March 24,
    2008 and incorporated herein by reference)21
.1*

Subsidiaries of G REIT Liquidating Trust31
.1*

Certification of Trustee, as required by Rule 13a-14(a) of the
    Securities Exchange Act of 1934, as amended, as adopted pursuant
    to Section 302 of the Sarbanes-Oxley Act of 200232
.1*

Certification of Trustee, pursuant to 18 U.S.C. Section
    1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002     *
    
    Filed herewith 70