##### 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 fiscal year ended December 31, 2007oro

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(State or other jurisdiction of
    incorporation or organization)

26-6199755(I.R.S. Employer
    Identification No.)1551 N. Tustin Avenue, Suite 200
    Santa Ana, California 92705(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:
  Common Stock*
 (Title of class)
   Yes o     No þ
   Yes o     No o
   Yes
    o     No o
  Regulation S-K Form 10-K Form 10-K.*
 o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ

Smaller reporting
    company o   Rule 12b-2
 Yes o     No þ
      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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##### 





TABLE OF
    CONTENTS
  PagePART IItem 1.

Business


3Item 1A.

Risk Factors


10Item 1B.

Unresolved Staff Comments


24Item 2.

Properties


25Item 3.

Legal Proceedings


29Item 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


31Item 7.

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


33Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


58Item 8.

Financial Statements and Supplementary Data


59Item 9.

Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


59Item 9A(T).

Controls and Procedures


59Item 9B.

Other Information


60PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


61Item 11.

Executive Compensation


66Item 12.

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


67Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


67Item 14.

Principal Accounting Fees and Services


70PART IVItem 15.

Exhibits, Financial Statement Schedules


71SIGNATURES


112EXHIBIT 10.21EXHIBIT 10.22EXHIBIT 10.23EXHIBIT 10.24EXHIBIT 10.25EXHIBIT 10.26EXHIBIT 21.1EXHIBIT 31.1EXHIBIT 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
    Liquidation
    Progress during 2008, 2007 and 2006
  Year
    to Date 2008
  
    On March 12, 2008, we sold Pax River Office Park located in
    Lexington Park, Maryland, or the Pax River Office Park property,
    to an unaffiliated third party for a sales price of $14,475,000.  Year
    Ended December 31, 2007
  
    G REIT paid the following liquidating distributions in 2007:  
    in April 2007 and November 2007, G REIT paid special
    liquidating distributions of approximately $131,761,000, or
    $3.00 per share, and $43,920,000, or $1.00 per share,
    respectively; and
    G REIT paid cumulative monthly liquidating distributions
    from January 2007 through December 2007 totaling $13,231,000, or
    $0.30 per share.  
    G REIT sold the following ten properties in 2007:  
    on January 11, 2007, G REIT sold Two Corporate Plaza
    located in Clear Lake, Texas, or the Two Corporate Plaza
    property, to an unaffiliated third party for a sales price of
    $18,000,000;
    on March 22, 2007, G REIT sold One World Trade Center
    located in Long Beach, California, or the One World Trade Center
    property, to an unaffiliated third party for a sales price of
    $148,900,000;
    on March 30, 2007, G REIT sold One Financial Plaza,
    located in St. Louis, Missouri, or the One Financial Plaza
    property, of which G REIT owned a 77.63% interest, to an
    unaffiliated third party for a sales price of $47,000,000;
    on June 29, 2007, G REIT sold 824 Market Street,
    located in Wilmington, Delaware, or the 824 Market Street
    property, to tenant in common, or TIC, investors managed by our
    advisor for a sales price of $37,000,000;
    on June 29, 2007, G REIT sold North Belt Corporate
    Center, located in Houston, Texas, or the North Belt Corporate
    Center property, to an unaffiliated third party for a sales
    price of $17,750,000;
    on July 23, 2007, G REIT sold Opus Plaza at Ken Caryl
    located in Littleton, Colorado, or the Opus Plaza at Ken Caryl
    property, to an unaffiliated third party for a sales price of
    $10,400,000;
    on August 2, 2007, G REIT sold Madrona Buildings
    located in Torrance, California, or the Madrona Buildings
    property, to an unaffiliated third party for a sales price of
    $52,500,000; 5




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
    on September 14, 2007, G REIT sold Eaton Freeway
    Industrial Park located in Phoenix, Arizona, or the Eaton
    Freeway Industrial Park property, to an unaffiliated third party
    for a sales price of $7,825,000;
    on September 14, 2007, G REIT sold North Pointe
    Corporate Center located in Sacramento, California, or the North
    Pointe Corporate Center property, to an unaffiliated third party
    for a sales price of $23,750,000; and
    on November 6, 2007, G REIT sold Bay View Plaza
    located in Alameda, California, or the Bay View Plaza property,
    to an unaffiliated third party for a sales price of $9,700,000.  Year
    Ended December 31, 2006
  
    G REIT paid the following liquidating distributions in 2006:  
    in October 2006, G REIT paid a special liquidating
    distribution of approximately $171,289,000, or $3.90 per
    share; and
    G REIT paid cumulative monthly liquidating distributions
    from May 2006 through December 2006 totaling $21,493,000, or
    $0.49 per share.  
    G REIT sold the following ten properties in 2006:  
    on July 18, 2006, G REIT sold 600 B St. (Comerica)
    located in San Diego, California, or the 600 B St.
    property, to an unaffiliated third party for a sales price of
    $95,500,000;
    on September 14, 2006, G REIT sold Hawthorne Plaza
    located in San Francisco, California, or the Hawthorne
    Plaza property, to an unaffiliated third party for a sales price
    of $125,000,000;
    on September 29, 2006, G REIT sold AmberOaks Corporate
    Center located in Austin, Texas, or the AmberOaks Corporate
    Center property, to an unaffiliated third party for a sales
    price of $46,837,000;
    on October 6, 2006, G REIT sold Brunswig Square
    located in Los Angeles, California, or the Brunswig Square
    property, to an unaffiliated third party for a sales price of
    $26,900,000;
    on October 17, 2006 G REIT sold Centerpointe Corporate
    Park located in Kent, Washington, or the Centerpointe Corporate
    Park property, to an unaffiliated third party for a sales price
    of $77,525,000;
    on November 14, 2006, G REIT sold 5508 Highway 290
    located in Austin, Texas, or the 5508 Highway 290 property, to
    an unaffiliated third party for a sales price of $10,200,000;
    on November 15, 2006, G REIT sold Department of
    Children and Family Campus located in Plantation, Florida, or
    the Department of Children and Family Campus property, to TIC
    investors managed by our advisor for a sales price of
    $13,000,000;
    on November 22, 2006, G REIT sold Public Ledger
    Building located in Philadelphia, Pennsylvania, or the Public
    Ledger Building property, to an unaffiliated third party for a
    sales price of $43,000,000;
    on December 15, 2006, G REIT sold Atrium Building
    located in Lincoln, Nebraska, or the Atrium Building property,
    to an unaffiliated third party for a sales price of
    $5,805,000; and
    on December 29, 2006, G REIT sold Gemini Plaza located
    in Houston, Texas, or the Gemini Plaza property, to an
    unaffiliated third party for a sales price of $17,000,000.   6




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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.      Financing
    Policies
    Tax
    Status
   7




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Tax
    Treatment
    Reports
    to Beneficiaries
  Form 10-K Form 8-K
  Meetings
    of Beneficiaries; Removal of Trustees
    Distribution
    Policy
   8




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Competition
      Government
    Regulations
    Environmental
    Employees
    Financial
    Information about Industry Segments
   9




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Item 1A.
    Risk
    Factors.  Risks
    Associated with Our Liquidation
  We may
    delay or reduce our estimated liquidating distributions to our
    beneficiaries.
    If we
    are unable to find buyers for our remaining assets at our
    expected sales prices, our liquidating distributions may be
    delayed or reduced.
    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. 10




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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.
    If any
    of the parties to our future sale agreements default thereunder,
    or if these sales do not otherwise close, our liquidating
    distributions to our beneficiaries may be delayed or
    reduced.
    The
    pending SEC investigation of our advisor could result in
    lawsuits or other actions against us or our
    affiliates.
  In the matter of Triple
    Net Properties, LLC.
 11




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Accounting for Contingencies.
  If we
    are unable to retain our advisor to complete the plan of
    liquidation, our liquidating distributions might be delayed or
    reduced.
    and/or
 12




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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.
    Our
    beneficiaries may recognize taxable income as a result of the
    transfer of G REIT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
  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 at this
    time.
   13




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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.
    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
    implementation of 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, 2007, we estimate that we will pay fees to
    Realty or its affiliates of approximately $1,541,000 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, 2007, we estimate
    that the total fees that will be received by our advisor or
    Realty from the affiliated co-owners will be approximately
    $1,668,000, 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, 2007, plus liquidating
    distributions to our beneficiaries through December 31,
    2007, will be entitled to receive approximately $252,000 in
    liquidating distributions. These estimates include projections
    of costs and expenses expected to be incurred during 14




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
    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, 2007, plus liquidating distributions to our
    beneficiaries through December 31, 2007, will be entitled
    to receive approximately $218,000 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,
    2007, plus liquidating distributions to G REIT stockholders
    through December 31, 2007, will be entitled to receive
    approximately $490,000 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.
    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. As
    of March 24, 2008, 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.
    G REIT paid Scott D. Peters, G REITs former
    Chief Executive Officer and President, and Andrea R. Biller,
    G REITs former Executive Vice President and
    Secretary, retention bonuses of $50,000 and $25,000,
    respectively, upon the filing of each of G REITs
    annual and quarterly reports with the SEC during the period of
    the liquidation process, beginning with the annual report for
    the year ending December 31, 2005. As of December 31,
    2007, Mr. Peters and Ms. Biller had received, in the
    aggregate, retention bonuses of $400,000 and $200,000 from
    G REIT, respectively. Additionally, our advisor paid to
    each of Scott D. Peters and Andrea R. Biller a performance-based
    bonus of $100,000 upon the receipt by our advisor of net
    commissions aggregating $5,000,000 or more from the sale of
    G REITs properties. As of December 31, 2007,
    Mr. Peters and Ms. Biller had received their
    performance-based bonuses of $100,000 each from our advisor.
    Effective January 30, 2008 and March 4, 2008, Scott D.
    Peters and Andrea R. Biller, respectively, waived their rights
    to receive any future retention bonuses.
    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 15




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
    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, 2007 and 2006, we have
    reserved for an estimated incentive fee distribution to our
    advisor of $763,000 and $3,226,000, respectively.    Our
    adoption of the plan of liquidation caused our accounting basis
    to change, which could require us to write-down our remaining
    assets.
    Beneficiaries
    could be liable to the extent of liquidating distributions
    received if contingent reserves are insufficient to satisfy our
    liabilities.
     16




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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
  Risks of
    our Business
  Erroneous
    disclosures in the prior performance tables in
    G REITs initial and second 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.
   17




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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.
    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.
   18




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
    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.    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.
   19




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Our
    consolidated properties depend upon the California and Texas
    economies and the demand for office space.
    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; 20




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
    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.    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.
    We may
    not have sufficient cash flow to cover our required debt service
    payments which 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. Additionally,
    restrictive covenants in our loan documents may restrict our
    disposition activities.
         21




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The
    pending SEC investigation of our advisor could result in
    defaults or alleged defaults under our loan documents or limit
    our ability to obtain debt financing in the
    future.
    The
    real estate we own may not appreciate or may decrease in
    value.
    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.
    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.
   22




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Since
    our cash flow is not assured, we may not pay distributions in
    the future.
    The
    conflicts of interest of our advisors executives with us
    mean we will not be managed by our advisor solely in the best
    interests of our beneficiaries.
    tenant-in-common and/or
  
    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 Apartment REIT, Inc. and
    Grubb & Ellis Healthcare REIT, Inc. and other real
    estate 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 disposition of properties
    with other real estate entities that are also advised by our
    advisor and its affiliates and seeking to 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.
   23




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Dramatic
    increases in 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.   24




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Item 2.
    Properties.      % Total





AnnualProperty

GLA


% of


%


Date


Annual


of Annual


Physical


Rent perProperty

Location

(Sq Ft)


GLA


Owned


Acquired


Rent(1)


Rent


Occupancy(2)


Sq Ft(3)Sutter Square Galleria

Sacramento, CA


61,000



6.2
%


100.0
%


10/28/03


$
1,120,000



11.8
%


90.8
%

$
20.18Pacific Place

Dallas, TX


324,000



32.9
%


100.0
%


05/26/04














$
Western Place I & II

Fort Worth, TX


427,000



43.4
%


78.5
%


07/23/04



6,264,000



65.9
%


85.9
%

$
17.07Pax River Office Park

Lexington Park, MD


172,000



17.5
%


100.0
%


08/06/04



2,122,000



22.3
%


81.9
%

$
15.04Totals




984,000














$
9,506,000







57.2
%

$
16.87     (1)
    
    Annual rental income is based on contractual base rent from
    leases in effect as of December 31, 2007.(2)
    
    As of December 31, 2007, approximately 57.2% of the total
    GLA in the consolidated properties was leased.(3)
    
    Average annual rent per occupied square foot as of
    December 31, 2007.    
    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; and
    prior to the adoption of the plan of liquidation, depreciation
    was provided on a straight-line basis over the estimated useful
    lives of the buildings, ranging primarily from 15 to
    39 years and over the shorter of the lease term or useful
    lives of the tenant improvements. Properties cease to be
    depreciated under the liquidation basis of accounting.  Significant
    Tenants
   25




---



##### Table of Contents



Ownership
    Information
    
    Ownership
    of Congress Center
    
 26




---



##### Table of Contents



Ownership
    of Western Place I & II
    
  Lease
    Expiration Table
    Number of





% of Leased Area


Annual Rent


% of Total AnnualYear Ending

Leases


Total Sq. Ft. of


Represented by


Under Expiring


Rent RepresentedDecember 31

Expiring


Expiring Leases


Expiring Leases


Leases


by Expiring Leases(1)2008


16



87,000



16.3
%

$
1,648,000



17.4
%2009


10



60,000



11.2



1,044,000



11.02010


21



157,000



29.3



2,366,000



24.92011


10



58,000



10.9



955,000



10.02012


10



95,000



17.8



1,722,000



18.12013


1



11,000



2.1



216,000



2.32014


4



35,000



6.6



555,000



5.82015


2



31,000



5.8



505,000



5.32016


















2017


















Thereafter


















Total


74



534,000



100.0
%

$
9,011,000



94.8
%     (1)
    
    The annual rent percentage is based on the total annual base
    rent as of December 31, 2007, which, in addition to leases
    with scheduled expirations as included in this table, include
    certain tenants that have leases extended on a monthly basis. 27




---



##### Table of Contents



Concentration
    of Tenants
    Current


Total


RentableAnnual


Rental


Square


Lease


RenewalLessee

Property

Base Rent


Income


Feet


Expiration


OptionsNAVAIR-USA Naval Air Systems*

Pax River Office Park (1)

$
750,000



7.9
%


35,000



8/14/2008


Two yearsLockheed Martin/EIS*

Western Place I & II


616,000



6.5



38,000



12/31/2010


Three 3 yearTHS Business Telecommunications

Western Place I & II


530,000



5.6



31,000



2/28/2010


Two yearsBAE Systems*

Western Place I & II


511,000



5.4



30,000



4/30/2012


Two 5 yearLeprechaun, LLC

Western Place I & II


372,000



3.9



20,000



10/31/2012


Five yearsJ.F. Taylor, Inc.

Pax River Office Park(1)


366,000



3.9



30,000



3/31/2010


NoneUC Davis Extension*

Sutter Square


344,000



3.6



18,000



1/1/2012


Two 5 yearApex Capital Corp

Western Place I & II


342,000



3.6



21,000



12/31/2015


NoneTaylor, Olson, Adkins, Sralla & Elam

Western Place I & II


301,000



3.2



20,000



11/30/2014


Two 5 yearLockheed Martin Corporation-OWEGO*

Pax River Office Park (1)


243,000



2.6



17,000



12/31/2009


Two 3 year$
4,375,000



46.2
%


260,000     *
    
    Government entity or government contractor.(1)
    
    Pax River Office Park was sold on March 12, 2008.    Geographic
    Diversification; Concentration Table
    Aggregate


Approximate % of


Current


Approximate % ofNo. of


Rentable


Rentable


Annual


AggregateState

Properties


Square Feet


Square Feet


Base Rent


Annual RentCalifornia


1



61,000



6.2
%

$
1,120,000



11.8
%Maryland*


1



172,000



17.5



2,122,000



22.3Texas


2



751,000



76.3



6,264,000



65.9Total


4



984,000



100.0
%

$
9,506,000



100.0
%     *
    
    The only property located in Maryland was Pax River Office Park
    which was sold on March 12, 2008. Immediately following the
    sale of Pax River Office Park, the approximate percentage of
    rentable square feet was 7.5% and 92.5% in California and Texas,
    respectively, and the approximate percentage of aggregate annual
    rent was 15.2% and 84.8% in California and Texas, respectively.    Indebtedness
   28




---



##### Table of Contents



Item 3.
    Legal
    Proceedings.  SEC
    Investigation
  In the matter of Triple Net Properties, LLC.
    Prior
    Performance Tables
    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
   30




---



##### Table of Contents



Item 6.
    Selected
    Financial Data.    Liquidation BasisAs of December 31,Selected Financial Data(1)

2007


2006


2005STATEMENT OF NET ASSETS:Total assets

$
121,529,000


$
526,905,000


$
887,499,000Mortgage loans payable, including properties held for sale

$
18,840,000


$
225,836,000


$
350,402,000Credit facility and other debt

$



$



$
60,964,000Net assets in liquidation(2)

$
96,633,000


$
288,739,000


$
453,459,000Net asset value per share(2)

$
2.20


$
6.57


$
10.34   Liquidation BasisFor the Year Ended December 31,2007


2006STATEMENT OF CHANGES IN NET ASSETS:Net assets in liquidation, beginning of period

$
288,739,000


$
453,459,000Change in estimated costs in excess of estimated receipts during
    liquidation


(1,994,000
)


4,560,000Net (decrease) increase in fair value


(1,200,000
)


23,502,000Liquidating distributions to stockholders


(188,912,000
)


(192,782,000
)Change in net assets in liquidation


(192,106,000
)


(164,720,000
)Net assets in liquidation, end of period

$
96,633,000


$
288,739,000   Going Concern BasisAs of December 31,Selected Financial Data(1)

2004


2003BALANCE SHEET DATA:Total assets

$
915,050,000


$
345,399,000Mortgage loans payable, including properties held for sale

$
442,275,000


$
97,257,000Credit facility and other debt

$
58,369,000


$
81,534,000Stockholders equity

$
357,025,000


$
150,522,000   31




---



##### Table of Contents



Going Concern BasisYears Ended December 31,2005


2004


2003OPERATING DATA (BY YEAR):General and administrative expense

$
4,006,000


$
2,419,000


$
1,287,000Interest (including amortization of deferred financing costs)

$
2,054,000


$
1,243,000


$
293,000Income from discontinued operations, including gain on sale

$
6,335,000


$
1,225,000


$
1,337,000Net income (loss)

$
2,629,000


$
(1,876,000
)

$
78,000Income (loss) per common share, basic and diluted(3):Loss from continuing operations

$
(0.08
)

$
(0.08
)

$
(0.15
)Income (loss) from discontinued operations

$
0.14


$
0.03


$
0.16Net income (loss)

$
0.06


$
(0.05
)

$
0.01Distributions declared

$
32,888,000


$
28,042,000


$
6,211,000Distributions per common share(3)

$
0.75


$
0.75


$
0.74Weighted-average number of shares outstanding(3):Basic and diluted


43,867,000



37,336,000



8,243,000OTHER DATA:Cash flows provided by (used in) operating activities

$
19,697,000


$
39,905,000


$
7,878,000Cash flows provided by (used in) investing activities

$
80,432,000


$
(563,218,000
)

$
(291,418,000
)Cash flows (used in) provided by financing activities

$
(110,351,000
)

$
525,347,000


$
290,694,000Funds from operations(3)(4)

$
30,661,000


$
33,818,000


$
5,019,000Number of consolidated properties


24



23



11Rentable square feet


5,650,000



5,972,000



2,146,000Occupancy of portfolio


87.4
%


87.5
%


88.0
%     (1)
    
    The above selected financial data should be read in conjunction
    with the historical consolidated financial statements and
    related notes appearing elsewhere in this report.(2)
    
    The net assets in liquidation as of December 31, 2007 and
    2006 of $96,633,000 and $288,739,000, respectively, plus the
    cumulative liquidating distributions to G REITs
    stockholders through December 31, 2007 and 2006 of
    approximately $381,694,000 and $192,782,000, respectively, would
    result in liquidating distributions per share of approximately
    $10.89 and $10.96 as of December 31, 2007 and 2006,
    respectively.(3)
    
    Net income (loss) and distributions per share are based upon the
    weighted-average number of G REIT shares of common stock
    outstanding. Distributions by G REIT of the current and
    accumulated earnings and profits for federal income tax purposes
    are taxable to its stockholders as ordinary income.
    Distributions in excess of these earnings and profits generally
    are treated as a non-taxable reduction of G REIT
    stockholders basis in the shares of common stock to the
    extent thereof (a return of capital for tax purposes), and
    thereafter as taxable gain. These distributions in excess of
    earnings and profits will have the effect of deferring taxation
    of the distributions until the sale of the stockholders
    shares. For the years ended December 31, 2007, 2006, 2005,
    2004, and 2003, 100.0%, 98.6%, 53.5%, 51.6%, and 53.6%,
    respectively, represented a return of capital for tax purposes.
    In order to maintain G REITs qualification as a REIT,
    G REIT had to make annual distributions to its stockholders
    of at least 90.0% of its REIT 32




---



##### Table of Contents



taxable income. REIT taxable income does not include net capital
    gains. Under certain circumstances, G REIT may have been
    required to make distributions in excess of cash available for
    distribution in order to meet the REIT distribution
    requirements. Distributions were determined by
    G REITs board of directors and were dependent on a
    number of factors, including the amount of funds available for
    distribution, G REITs financial condition, any
    decision by G REITs board of directors to reinvest
    funds rather than to distribute funds, its capital expenditures,
    the annual distribution required to maintain REIT status under
    the Code and other factors G REITs board of directors
    may have deemed relevant.  (4)
    
    Prior to the adoption of the plan of liquidation, one of
    G REITs objectives was to provide cash distributions
    to its stockholders from cash generated from operations.
    G REIT considered Funds From Operations, or FFO, to be an
    appropriate supplemental measure of a REITs operating
    performance as it is based on a net income analysis of property
    portfolio performance that excludes non-cash items such as
    depreciation. G REIT computed FFO in accordance with the
    White Paper on FFO approved by the Board of Governors of the
    National Association of Real Estate Investment Trusts, or
    NAREIT, as revised in February 2004. The White Paper defines FFO
    as net income or loss computed in accordance with GAAP excluding
    extraordinary items, as defined by GAAP, and gains and losses
    from sales of depreciable operating property, but including real
    estate related depreciation and amortization (excluding
    amortization of deferred financing costs and depreciation of
    non-real estate assets), and after adjustment for unconsolidated
    partnerships and joint ventures. Other REITs may use different
    methodologies for calculating FFO and, accordingly,
    G REITs FFO calculations may not be comparable to
    other REITs.        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 the
    consolidated financial statements and notes of G REIT
    appearing elsewhere in this report.
  Forward-Looking
    Statements
   33




---



##### Table of Contents



Overview
    and Background
       34




---



##### Table of Contents



Liquidation
    of G REIT, Inc.
       35




---



##### Table of Contents



Form 10-K Form 8-K
      Our
    Advisor
    Dispositions
    in 2007
    Two
    Corporate Plaza  Houston, Texas
   36




---



##### Table of Contents



One
    World Trade Center  Long Beach,
    California
    One
    Financial Plaza  St. Louis,
    Missouri
    824
    Market Street  Wilmington, Delaware
    North
    Belt Corporate Center  Houston, Texas
    Opus
    Plaza at Ken Caryl  Littleton, Colorado
   37




---



##### Table of Contents



Madrona
    Buildings  Torrance, California
    Eaton
    Freeway Industrial Park  Phoenix,
    Arizona
    North
    Pointe Corporate Center  Sacramento,
    California
    Bay
    View Plaza  Alameda, California
    Termination
    of Property under Contract
    Dispositions
    in 2006
  600 B Street 
    San Diego, California
   38




---



##### Table of Contents



Hawthorne
    Plaza  San Francisco, California
    AmberOaks 
    Austin, Texas
    Brunswig
    Square  Los Angeles, California
    Centerpoint
    Corporate Park  Kent, Washington
    5508
    Highway 290  Austin, Texas
   39




---



##### Table of Contents



Department
    of Children and Family Campus  Plantation,
    Florida
    Public
    Ledger Building  Philadelphia,
    Pennsylvania
    Atrium
    Building  Lincoln, Nebraska
    Gemini
    Plaza  Houston, Texas
    Dispositions
    in 2005
  525 B Street 
    San Diego, California
   40




---



##### Table of Contents



Park
    Sahara  Las Vegas, Nevada
    Acquisitions
    in 2005
      Property

Property Location

Date Acquired

Ownership %Opus Plaza at Ken Caryl


Littleton, Colorado



September 12, 2005



100
%Eaton Freeway


Phoenix, Arizona



October 21, 2005



100
%   Business
    Combinations
  Critical
    Accounting Policies
  Use of
    Estimates
   41




---



##### Table of Contents



Liquidation
    Basis of Accounting
      Asset
    (Liability) for Estimated Receipts (Costs) in Excess of
    Estimated (Costs) Receipts during Liquidation
      As of December 31,


Cash Payments


Change in


As of December 31,2006


and (Receipts)


Estimates


2007Assets:Estimated net inflows from consolidated and unconsolidated
    operating activities

$
12,424,000


$
(9,554,000
)

$
1,158,000


$
4,028,000Liabilities:Liquidation costs


(5,291,000
)


1,417,000



1,871,000



(2,003,000
)Capital expenditures


(4,092,000
)


3,012,000



102,000



(978,000
)$
(9,383,000
)

$
4,429,000


$
1,973,000


$
(2,981,000
)Total asset for estimated receipts in excess of estimated costs
    during liquidation

$
3,041,000


$
(5,125,000
)

$
3,131,000


$
1,047,000  42




---



##### Table of Contents



As of December 31,


Cash Payments


Change in


As of December 31,2005


and (Receipts)


Estimates


2006Assets:Estimated net inflows from consolidated and unconsolidated
    operating activities

$
24,390,000


$
(27,104,000
)

$
15,138,000


$
12,424,000Liabilities:Liquidation costs


(4,418,000
)


2,697,000



(3,570,000
)


(5,291,000
)Liquidating distributions to stockholders


(8,226,000
)


8,235,000



(9,000
)


Capital expenditures


(13,265,000
)


9,804,000



(631,000
)


(4,092,000
)(25,909,000
)


20,736,000



(4,210,000
)


(9,383,000
)Total asset (liability) for estimated receipts (costs) in excess
    of estimated (costs) receipts during liquidation

$
(1,519,000
)

$
(6,368,000
)

$
10,928,000


$
3,041,000     Net
    Assets in Liquidation
    Properties
    Held for Sale
  Accounting for the Impairment or
    Disposal of Long Lived Assets
   43




---



##### Table of Contents



Revenue
    Recognition and Allowance for Doubtful Accounts
    Impairment
    
    significant negative industry or economic trend;
    a significant underperformance relative to historical or
    projected future operating results; and
    a significant change in the manner in which the asset is used.      Investment
    in Unconsolidated Real Estate
   44




---



##### Table of Contents



Qualification
    as a REIT
      Factors
    which May Influence Future Changes in Net Assets in
    Liquidation
  Rental
    Income
    Scheduled
    Lease Expirations
    Sarbanes-Oxley
    Act
  and/or
  Changes
    in Net Assets in Liquidation
  For
    the Year Ended December 31, 2007
   45




---



##### Table of Contents



For
    the Year Ended December 31, 2006
     46




---



##### Table of Contents



Results
    of Operations
    Results
    of operations for the year ended December 31,
    2005
  Year EndedDecember 31,2005Expenses:General and administrative

$
4,006,000Operating loss


(4,006,000
)Other (expense) income:Interest (including amortization of deferred financing costs)


(2,054,000
)Interest and dividend income


695,000Gain on sale of marketable securities, unconsolidated real
    estate and joint venture


572,000Equity in earnings of unconsolidated real estate


1,337,000Other expense, net


(250,000
)Loss from continuing operations before discontinued operations


(3,706,000
)Discontinued operations:Gain on sale of real estate


10,550,000Loss from discontinued operations


(4,215,000
)6,335,000Net income

$
2,629,000     General
    and Administrative Expenses
    Interest
    Expense
    Interest
    and Dividend Income
   47




---



##### Table of Contents



Gain on
    Sale of Marketable Securities, Unconsolidated Real Estate and
    Joint Venture
    Equity in
    Earnings of Unconsolidated Real Estate
    Other
    Expense
    Loss from
    Continuing Operations
    Loss from
    Discontinued Operations
    Gain on
    Sale of Real Estate  Discontinued
    operations
    Net
    Income
    Liquidity
    and Capital Resources
    Current
    Sources of Capital and Liquidity
  and/or
   48




---



##### Table of Contents



Factors
    Which May Influence Future Sources of Capital and
    Liquidity
  SEC
    Investigation
  In the matter of Triple Net Properties, LLC.
  Accounting for Contingencies
  Prior
    Performance Tables
    Form 8-K
  Debt
    Financing
   49




---



##### Table of Contents



(a) 30-day
    Weighted-AverageTotal Debt


Interest RateAs of December 31,


As of December 31,2007


2006


2007


2006(Liquidation basis)Mortgage debt

$
18,840,000


$
225,836,000



8.13
%


5.65
%Fixed rate and variable rateFixed rate

$



$
196,321,000







5.32
%Variable rate

$
18,840,000


$
29,515,000



8.13
%


7.86
%       Other
    Liquidity Needs
   50




---



##### Table of Contents



December 31,2007


2006


2005Ordinary income

$







$
2,829,000



1.40
%

$
3,333,000



10.12
%Capital gain


















11,963,000



36.34
%Return of capital










2,661,000



1.32
%


17,628,000



53.54
%Liquidating distributions


190,010,000



100.00
%


196,597,000



97.28
%






$
190,010,000



100.00
%

$
202,087,000



100.00
%

$
32,924,000



100.00
%      51




---



##### Table of Contents



Cash
    Flows
  For the
    Year Ended December 31, 2005
          Capital
    Resources
  General
      and/or
 52




---



##### Table of Contents



Financing
           53




---



##### Table of Contents



Unconsolidated
    Debt
        Insurance
  Property
    Damage, Business Interruption, Earthquake and
    Terrorism
    Debt
    Service Requirements
   54




---



##### Table of Contents



Year

Amount2008

$
18,840,0002009


2010


2011


2012


Thereafter


$
18,840,000   Contractual
    Obligations
    Payments Due by Period (Liquidation Basis)Less Than








More Than1 Year


1-3 Years


3-5 Years


5 YearsState

(2008)


(2009-2010)


(2011-2012)


(After 2012)


TotalPrincipal payments  variable rate debt

$
18,840,000


$



$



$



$
18,840,000Interest payments  variable rate debt (based on rate
    in effect as of December 31, 2007)


1,202,000















1,202,000Ground lease obligations(1)


















Tenant improvement and lease commission obligations


84,000















84,000Total

$
20,126,000


$



$



$



$
20,126,000     (1)
    
    The Sutter Square Galleria property is subject to a ground lease
    expiring in 2040 with one
    10-year
    option period thereafter. Future minimum rents to be paid under
    this non-cancelable operating lease are computed at 12.5% of
    gross rents, as defined in the ground lease agreement.  Off-Balance
    Sheet Arrangements
    Inflation
   55




---



##### Table of Contents



Funds
    from Operations
            Years Ended December 31,2005


2004


2003Net income

$
2,629,000


$
(1,876,000
)

$
78,000Add:Depreciation and amortization  discontinued operations


38,519,000



34,730,000



3,718,000Depreciation and amortization  unconsolidated
    properties


195,000



1,457,000



1,223,000Less:Gain on sale of real estate and joint venture (net of related
    income tax)


(10,682,000
)


(493,000
)


Funds from operations

$
30,661,000


$
33,818,000


$
5,019,000Weighted-average common shares outstanding  basic and
    diluted


43,867,000



37,336,000



8,243,000Gain on the sale of investments included in net income and FFO

$
440,000


$
251,000


$
   Subsequent
    Events
  Plan of
    Liquidation
   56




---



##### Table of Contents



Real
    Estate Investments
  Dispositions
    in 2008
  Pax
    River Office Park  Lexington, Maryland
    Mortgage
    Loans Payable Secured by Properties Held for Sale
  (a) 30-day
  Unconsolidated
    Debt
    Unconsolidated
    Debt Due to Related Parties
    Recently
    Issued Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes
 57




---



##### Table of Contents



Fair Value
    Measurement
  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.      58




---



##### Table of Contents



Expected Maturity Date2008


2009


2010


2011


2012


Thereafter


Total


Fair ValueVariable rate debt

$
18,840,000


$



$



$



$



$



$
18,840,000


$
18,840,000Average interest rate on maturing debt (based on rate in effect
    as of December 31, 2007)


8.13
%






















8.13
%       Expected Maturity Date2007


2008


2009


2010


2011


Thereafter


Total


Fair ValueFixed rate debt

$
10,257,000


$
964,000


$
24,969,000


$
1,556,000


$
23,994,000


$
134,581,000


$
196,321,000


$
196,321,000Average interest rate on maturing debt


5.89
%


5.37
%


5.47
%


5.32
%


5.21
%


5.27
%


5.32
%Variable rate debt

$
23,912,000


$
77,000


$
5,526,000


$



$



$



$
29,515,000


$
29,515,000Average interest rate on maturing debt (based on rate in effect
    as of December 31, 2006)


7.98
%


7.35
%


7.35
%














7.86
%     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.
 59




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##### 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.   60




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##### Table of Contents



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

Age

Position

Term of OfficeGary Hunt


59


Trustee

Since January 2008W. Brand Inlow


54


Trustee

Since January 2008Edward A. Johnson


56


Trustee

Since January 2008D. Fleet Wallace


40


Trustee

Since January 2008Gary T. Wescombe


65


Chairman of the Trustees

Since January 2008   Gary H. Hunt 110-year-old
  W. Brand Inlow
  Edward A. Johnson
 61




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##### Table of Contents



D. Fleet Wallace
  Gary T. Wescombe
  Our
    Advisors Executive Officers
    Name

Age

Position

Term of OfficeScott D. Peters


50


Chief Executive Officer

Since 2006Francene LaPoint


43


Chief Financial Officer

Since 2006Andrea R. Biller


58


General Counsel and
    Executive Vice President

Since 2003
    Since 2007Jeffrey T. Hanson


37


President and Chief Investment Officer

Since 2006Richard T. Hutton, Jr.


56


Executive Vice President

Since 2003Talle A. Voorhies


60


Executive Vice President and Secretary

Since 1998    62




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##### Table of Contents



Scott D. Peters
  Francene LaPoint
  Andrea R. Biller
  Jeffrey T. Hanson
 63




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##### Table of Contents



Richard T. Hutton, Jr.,
  Talle A. Voorhies
  Audit
    Committee
    Fiduciary
    Relationship of our advisor to Us
        Compensation
    of Directors and Trustees
   64




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##### Table of Contents




    $1,000 per regular monthly board of directors meeting, whether
    in person or by telephone;
    $500 per committee meeting, whether in person or by telephone,
    unless the committee meeting follows a regularly scheduled
    monthly board meeting; and
    an additional $500 per committee meeting to the committee
    chairperson for each meeting attended in person or by telephone.      Change inPension ValueFees











and NonqualifiedEarned








Non-Equity


Deferred


All Otheror Paid in


Stock


Option


Incentive Plan


Compensation


CompensationName

Cash ($)


Awards ($)


Awards ($)


Compensation ($)


Earnings ($)


($)


Total ($)(a)

(b)(1)


(c)


(d)


(e)


(f)


(g)(2)


(h)Gary T. Wescombe

$
23,000


















$
25,000


$
48,000Edward A. Johnson

$
19,500


















$
25,000


$
44,500D. Fleet Wallace

$
21,000


















$
25,000


$
46,000W. Brand Inlow

$
21,000


















$
25,000


$
46,000Gary H. Hunt

$
19,500


















$
25,000


$
44,500     (1)
    
    Consists of the amounts described below:  Basic AnnualRetainer

Meeting FeesDirector

Role

($)

($)Wescombe

Chairman of the Trustees

$
15,000


$
8,000Johnson

Trustee

$
15,000


$
4,500Wallace

Trustee

$
15,000


$
6,000Inlow

Trustee

$
15,000


$
6,000Hunt

Trustee

$
15,000


$
4,500   (2)
    
    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. As
    of March 24, 2008, 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.  Section 16(a)
    Beneficial Ownership Reporting Compliance
   65




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##### Table of Contents



Code of
    Business Conduct and Ethics
    Item 11.
    Executive
    Compensation.  Compensation
    of Executive Officers
  and/or and/or
  Summary
    Compensation Table
  Change inPensionValue andNonqualifiedNon-Equity


DeferredStock


Option


Incentive Plan


Compensation


All OtherFiscal


Salary


Bonus


Awards


Awards


Compensation


Earnings


Compensation


TotalYear


($)


($)


($)


($)


($)


($)


($)


($)Name and Principal Position(a)

(b)


(c)


(d)


(e)


(f)


(g)


(h)


(i)


(j)Scott D. Peters,


2007


$



$



$



$



$



$



$
200,000
(1)

$
200,000Chief Executive Officer and President(3)


2006


























$
200,000
(1)

$
200,000Courtney A. Brower,


2007


























$
25,000
(2)

$
25,000Chief Accounting Officer(3)


2006































Andrea R. Biller,


2007


























$
100,000
(1)

$
100,000Executive Vice President and Secretary(3)


2006


























$
100,000
(1)

$
100,000     (1)
    
    In accordance with the plan of liquidation approved by
    G REIT stockholders, G REIT paid Scott D. Peters,
    G REITs former Chief Executive Officer and President,
    and Andrea R. Biller, G REITs former Executive Vice
    President and Secretary, retention bonuses of $50,000 and
    $25,000, respectively, upon the filing of each of its annual and
    quarterly reports with the SEC during the period of the
    liquidation process, beginning with the annual report for the
    year ending December 31, 2005. As of December 31,
    2007, Mr. Peters and Ms. Biller have received, in the
    aggregate, retention bonuses of $400,000 and $200,000 from
    G REIT, respectively. Additionally, our advisor paid to
    each of Scott D. Peters and Andrea R. Biller a performance-based
    bonus of $100,000 upon the receipt by our advisor of net
    commissions aggregating $5,000,000 or more from the sale of
    G REITs properties. As of December 31, 2007,
    Mr. Peters and Ms. Biller have received their
    performance-based bonuses of $100,000 each from our advisor.
    Effective January 30, 2008 and March 4, 2008, Scott D.
    Peters and Andrea R. Biller, respectively, waived their rights
    to receive all future retention bonuses.(2)
    
    In April 2007, G REITs board of directors authorized
    the payment of $150,000 in retention and performance based
    bonuses to some of G REITs key officers and employees
    of our advisor. As of December 31, 2007, $130,000 in
    retention and performance bonuses had been paid by G REIT,
    of which Ms. Brower, G REITs Chief Accounting
    Officer, received $25,000. 66




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##### Table of Contents



(3)
    
    As of January 28, 2008, Mr. Peters, Ms. Brower
    and Ms. Biller no longer served as officers of G REIT.  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 Units


Percent ofName of Beneficial Owner

Beneficially Owned(1)


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
   67




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##### Table of Contents



Real
    Estate Acquisition Fee
    Real
    Estate Disposition Fee
    Lease
    Commissions
    Property
    Management Fees
   68




---



##### Table of Contents



Incentive
    Distributions
    Retention
    Bonuses and Milestone Payments
    and/or
  Real
    Estate Commissions
    Related
    Party Accounts Receivable/Payable
   69




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##### Table of Contents



Review,
    Approval or Ratification of Transactions with Related
    Persons
    Director
    and Trustee Independence
    Item 14.
    Principal
    Accounting Fees and Services.  Form 10-K
    Services

2007


2006Audit Fees(1)

$
432,000


$
636,000Audit-Related Fees(2)






Tax Fees(3)


39,000



68,000All Other Fees






Total

$
471,000


$
704,000     (1)
    
    Audit fees billed in 2007 and 2006 consisted of the audit of our
    annual financial statements, acquisition audits, reviews of our
    quarterly financial statements, and statutory and regulatory
    audits, consents and other services related to filings with the
    SEC.(2)
    
    Audit-related fees billed in 2007 and 2006 consisted of
    financial accounting and reporting consultations.(3)
    
    Tax services billed in 2007 and 2006 consisted of tax compliance
    and tax planning and advice.      
    consultations and consents related to SEC filings and
    registration statements;
    consultation of accounting matters; and
    tax planning and tax compliance for the U.S. income and
    other taxes.   70




---



##### 



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules.  Financial Statements:
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
 PageConsolidated Statements of Net Assets as of
    December 31, 2007 and 2006 (Liquidation Basis)


72Consolidated Statement of Changes in Net Assets
    (Liquidation Basis) For the Year Ended December 31, 2007
    and 2006


73Consolidated Statement of Operations and
    Comprehensive Income (Loss) (Going Concern Basis) For the Year
    Ended December 31, 2005


74Consolidated Statement of Stockholders
    Equity (Going Concern Basis) For the Year Ended
    December 31, 2005


75Consolidated Statement of Cash Flows (Going
    Concern Basis) For the Year Ended December 31, 2005


76Notes to Consolidated Financial Statements


77Schedules


110    Financial Statement Schedules:
     
 PageValuation and Qualifying Accounts
    (Schedule II)


110Real Estate Operating Properties and Accumulated
    Depreciation (Schedule III)


111      Exhibits:
    Exhibits:
    Financial Statement Schedules:
   
 PageValuation and Qualifying Accounts
    (Schedule II)


110Real Estate Operating Properties and Accumulated
    Depreciation (Schedule III)


111   71




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##### Table of Contents



G REIT
    LIQUIDATING TRUSTCONSOLIDATED STATEMENTS OF NET ASSETS
    (Liquidation Basis)
    As of December 31, 2007 and 2006
  As of December 31,2007


2006ASSETSReal estate investments:Real estate held for sale

$
70,913,000


$
417,384,000Investments in unconsolidated real estate


14,678,000



15,889,00085,591,000



433,273,000Cash and cash equivalents


30,985,000



76,812,000Restricted cash


1,299,000



8,555,000Accounts receivable, net


2,193,000



5,025,000Accounts receivable from related parties


414,000



199,000Asset for estimated receipts in excess of estimated costs during
    liquidation


1,047,000



3,041,000Total assets


121,529,000



526,905,000LIABILITIESMortgage loans payable secured by properties held for sale

$
18,840,000


$
225,836,000Accounts payable and accrued liabilities


4,840,000



8,526,000Accounts payable due to related parties


835,000



1,175,000Security deposits and prepaid rent


381,000



2,629,000Total liabilities


24,896,000



238,166,000Commitments and contingencies (Note 13)Net assets in liquidation

$
96,633,000


$
288,739,000    72




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##### Table of Contents



G REIT
    LIQUIDATING TRUSTCONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
    (Liquidation Basis)
    For the Years Ended December 31, 2007 and 2006
  Year Ended December 31,2007


2006Net assets in liquidation, beginning of period

$
288,739,000


$
453,459,000Changes in net assets in liquidation:Changes to asset (liability) for estimated receipts (costs) in
    excess of estimated costs (receipts) during liquidation:Operating income


(8,771,000
)


(25,716,000
)Distributions received from unconsolidated properties


(783,000
)


(1,388,000
)Payments of liquidation costs and other amounts


4,429,000



12,501,000Distributions to stockholders






8,235,000Change in estimated receipts (costs) in excess of estimated
    costs (receipts) during liquidation


3,131,000



10,928,000Change to liability for estimated costs in excess of estimated
    receipts during liquidation


(1,994,000
)


4,560,000Change in fair value of assets and liabilities:Change in fair value of marketable securities






(132,000
)Change in fair value of real estate investments


(6,325,000
)


17,266,000Change in assets and liabilities due to activity in liability
    for estimated costs in excess of estimated receipts during
    liquidation


5,125,000



6,368,000Net increase in fair value


(1,200,000
)


23,502,000Liquidating distributions to stockholders


(188,912,000
)


(192,782,000
)Change in net assets in liquidation


(192,106,000
)


(164,720,000
)Net assets in liquidation, end of period

$
96,633,000


$
288,739,000    73




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##### Table of Contents



G REIT
    LIQUIDATING TRUSTCONSOLIDATED STATEMENT OF OPERATIONS AND
    COMPREHENSIVE INCOME (LOSS)
    (Going Concern Basis)
    For the Year Ended December 31, 2005
  Year EndedDecember 31,2005Expenses:General and administrative

$
4,006,000Operating loss


(4,006,000
)Other (expense) income:Interest expense (including amortization of deferred financing
    costs)


(2,054,000
)Interest and dividend income


695,000Gain on sale of marketable securities, unconsolidated real
    estate and joint venture


572,000Equity in earnings (losses) of unconsolidated real estate


1,337,000Income taxes


Other expense, net


(250,000
)Loss from continuing operations before discontinued operations


(3,706,000
)Discontinued operations:Gain on sale of real estate


10,550,000Loss from discontinued operations


(4,215,000
)6,335,000Net income

$
2,629,000Comprehensive income:Net income

$
2,629,000Unrealized gain on marketable securities


78,000Comprehensive income

$
2,707,000Net income (loss) per common share:Continuing operations  basic and diluted

$
(0.08
)Discontinued operations  basic and diluted

$
0.14Total net income per common share  basic and diluted

$
0.06Weighted-average number of common shares outstanding 
    basic and diluted


43,867,000Distributions declared per share

$
0.75Distributions declared

$
32,888,000    74




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##### Table of Contents



G REIT
    LIQUIDATING TRUSTCONSOLIDATED STATEMENT OF STOCKHOLDERS
    EQUITY
    (Going Concern Basis)
    For the Year Ended December 31, 2005
  Common StockCommon





Distributions


AccumulatedNumber of


Stock Par


Additional


in Excess


ComprehensiveShares


Value


Paid-In Capital


of Earnings


Income


TotalBALANCE  December 31, 2004


43,865,000



439,000



392,836,000



(36,305,000
)


55,000



357,025,000Net income














2,629,000







2,629,000Unrealized gain on marketable securities


















78,000



78,000Vesting of restricted stock and stock based compensation expense


4,000







234,000











234,000Distributions














(32,888,000
)






(32,888,000
)BALANCE  December 31, 2005


43,869,000


$
439,000


$
393,070,000


$
(66,564,000
)

$
133,000


$
327,078,000    75




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##### Table of Contents



G REIT
    LIQUIDATING TRUSTCONSOLIDATED STATEMENT OF CASH FLOWS
    (Going Concern Basis)
    For the Year Ended December 31, 2005
  Year EndedDecember 31,2005CASH FLOWS FROM OPERATING ACTIVITIESNet income

$
2,629,000Adjustments to reconcile net income to net cash provided by
    operating activities:Gain on sale of real estate


(10,550,000
)Gain on sale of marketable securities, unconsolidated real
    estate and joint venture


(572,000
)Depreciation and amortization (including deferred financing
    costs and above/below market leases and deferred rent)


34,536,000Swap collar interest


226,000Stock compensation expense


234,000Distributions received in excess of equity in earnings from
    investments in unconsolidated real estate


56,000Minority interests


(183,000
)Change in operating assets and liabilities:Accounts receivable


(1,374,000
)Other assets


(2,475,000
)Accounts payable and accrued liabilities


(2,773,000
)Security deposits and prepaid rent


(57,000
)Net cash provided by operating activities


19,697,000CASH FLOWS FROM INVESTING ACTIVITIESPurchase of real estate operating properties


(18,419,000
)Purchase of investments in unconsolidated real estate and joint
    venture


Capital expenditures


(12,158,000
)Proceeds from sale of real estate operating property


113,014,000Proceeds from sale of unconsolidated real estate


273,000Purchases of marketable securities


(23,849,000
)Proceeds from sales of marketable securities


18,910,000Proceeds from sale of joint venture


Restricted cash


2,661,000Real estate and escrow deposits


Net cash provided by investing activities


80,432,000CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issuance of common stock, net


Borrowings under credit facility, mortgages payable and other
    debt


185,806,000Principal repayments under credit facility, mortgages payable
    and other debt


(262,905,000
)Refund (payment) of deferred financing costs


310,000Minority interests contributions


Minority interests distributions


(674,000
)Distributions


(32,888,000
)Net cash used in financing activities


(110,351,000
)NET DECREASE IN CASH AND CASH EQUIVALENTS


(10,222,000
)CASH AND CASH EQUIVALENTS  beginning of year


17,567,000CASH AND CASH EQUIVALENTS  end of year

$
7,345,000SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid during the year for:Interest

$
26,616,000Income taxes

$
NONCASH INVESTING AND FINANCING ACTIVITIES:Investing Activities:Accrual for tenant improvements and capital expenditures

$
242,000The following represents the change in certain assets and
    liabilities in connection with our acquisitions and dispositions
    of operating properties:Real estate deposits applied

$
Financing Activities:Refinancing of property

$
Issuance of common stock for dividends reinvested

$
    76




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and 2005
  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         77




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
  2.
    Plan of
    Liquidation      Form 10-K Form 8-K
   78




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
        3.
    Summary
    of Significant Accounting Policies    Use of
    Estimates
    Principles
    of Consolidation
  Consolidation of Variable Interest Entities,
 79




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
  Liquidation
    Basis of Accounting
  tenants-in-common,
    Operating
    Properties
       80




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
  Properties
    Held for Sale
  Accounting for Impairment or Disposal of
    Long-Lived Assets
      
    management, having the authority to approve the action,
    committed to a plan to sell the asset;
    the asset was available for immediate sale in its present
    condition subject only to terms that are usual and customary for
    sales of such assets;
    an active program to locate a buyer and other actions required
    to complete the plan to sell the asset had been initiated;
    the sale of the asset was probable and the transfer of the asset
    was expected to qualify for recognition as a completed sale
    within one year;
    the asset was being actively marketed for sale at a price that
    was reasonable in relation to its current fair value; and
    given the actions required to complete the plan, it was unlikely
    that significant changes to the plan would be made or that the
    plan would be withdrawn.  Cash
    and Cash Equivalents
    Restricted
    Cash
    Minority
    Interests
   81




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
    Tenant
    Receivables and Allowance for Uncollectible
    Accounts
    Derivative
    Financial Instruments
    Derivative Instruments and Hedging
    Activities.
  Revenue
    Recognition
  Accounting for
    Leases,
  Concentration
    of Credit Risk
   82




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
    Impairment
    
    significant negative industry or economic trend;
    a significant underperformance relative to historical or
    projected future operating results; and
    a significant change in the manner in which the asset is used.      Investment
    in Unconsolidated Real Estate
   83




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
  Fair
    Value of Financial Instruments
  Disclosures About Fair Value of
    Financial Instruments
    Income
    Taxes
    Per
    Share Data
  Earnings Per Share.
 84




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
    Year EndedDecember 31,2005Loss from continuing operations

$
(3,706,000
)Gain on sale of real estate


10,550,000Loss from discontinued operations


(4,215,000
)Net income

$
2,629,000Net income (loss) per share  basic and diluted:Continuing operations

$
(0.08
)Discontinued operations


0.14Total net income per share  basic and diluted

$
0.06Weighted-average number of shares outstanding  basic
    and diluted


43,867,000   Stock
    Based Compensation
  Accounting for Stock-Based
    Compensation Accounting for
    Stock-Based Compensation Transition and Disclosure Accounting for Stock Issued to
    Employees
  Year EndedDecember 31,2005Reported net income

$
2,629,000Add: Stock based employee compensation expense included in
    reported net income


162,000Less: Total stock based employee compensation expense determined
    under fair value based method for all awards


(183,000
)Pro forma net income

$
2,608,000Reported net income per share  basic and diluted

$
0.06Pro forma net income per share  basic and diluted

$
0.06   10-year
    Share-Based Payment
 85




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
    Asset
    Retirement Obligations
  Accounting for
    Conditional Asset Retirement Obligations Accounting for Asset Retirement
    Obligations and/or
  Segments
    Recently
    Issued Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes
  Fair Value
    Measurement
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities
 86




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
    Disclosures about Derivative Instruments and Hedging
    Activities
  4.
    Asset
    (Liability) for Estimated Receipts (Costs) in Excess of
    Estimated (Costs) Receipts during Liquidation      December 31,


Cash Payments


Change in


December 31,2006


and (Receipts)


Estimates


2007Assets:Estimated net inflows from consolidated and unconsolidated
    operating activities

$
12,424,000


$
(9,554,000
)

$
1,158,000


$
4,028,000Liabilities:Liquidation costs


(5,291,000
)


1,417,000



1,871,000



(2,003,000
)Capital expenditures


(4,092,000
)


3,012,000



102,000



(978,000
)$
(9,383,000
)

$
4,429,000


$
1,973,000


$
(2,981,000
)Total asset for estimated receipts in excess of estimated costs
    during liquidation

$
3,041,000


$
(5,125,000
)

$
3,131,000


$
1,047,000  87




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
    December 31,


Cash Payments


Change in


December 31,2005


and (Receipts)


Estimates


2006Assets:Estimated net inflows from consolidated and unconsolidated
    operating activities

$
24,390,000


$
(27,104,000
)

$
15,138,000


$
12,424,000Liabilities:Liquidation costs


(4,418,000
)


2,697,000



(3,570,000
)


(5,291,000
)Liquidating distributions to stockholders


(8,226,000
)


8,235,000



(9,000
)


Capital expenditures


(13,265,000
)


9,804,000



(631,000
)


(4,092,000
)(25,909,000
)


20,736,000



(4,210,000
)


(9,383,000
)Total asset (liability) for estimated receipts (costs) in excess
    of estimated (costs) receipts during liquidation

$
(1,519,000
)

$
(6,368,000
)

$
10,928,000


$
3,041,000     5.
    Net
    Assets in Liquidation  For
    the Year Ended December 31, 2007
     88




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
    For
    the Year Ended December 31, 2006
       89




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
  6.
    Real
    Estate Investments      Dispositions
    in 2007
    Two
    Corporate Plaza  Houston, Texas
    One
    World Trade Center  Long Beach,
    California
    One
    Financial Plaza  St. Louis,
    Missouri
   90




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
    824
    Market Street  Wilmington, Delaware
    North
    Belt Corporate Center  Houston, Texas
    Opus
    Plaza at Ken Caryl  Littleton, Colorado
    Madrona
    Buildings  Torrance, California
    Eaton
    Freeway Industrial Park  Phoenix,
    Arizona
   91




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
    North
    Pointe Corporate Center  Sacramento,
    California
    Bay
    View Plaza  Alameda, California
    Termination
    of Property under Contract
    Dispositions
    in 2006
  600 B Street 
    San Diego, California
    Hawthorne
    Plaza  San Francisco, California
   92




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
    AmberOaks 
    Austin, Texas
    Brunswig
    Square  Los Angeles, California
    Centerpoint
    Corporate Park  Kent, Washington
    5508
    Highway 290  Austin, Texas
    Department
    of Children and Family Campus  Plantation,
    Florida
   93




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
    Public
    Ledger Building  Philadelphia,
    Pennsylvania
    Atrium
    Building  Lincoln, Nebraska
    Gemini
    Plaza  Houston, Texas
    Dispositions
    in 2005
  525 B Street 
    San Diego, California
    Park
    Sahara  Las Vegas, Nevada
   94




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
    Acquisitions
    in 2005
    Opus
    Plaza at Ken Caryl  Littleton, Colorado
    Eaton
    Freeway  Phoenix, Arizona
    Investments
    in Unconsolidated Real Estate
      Year EndedDecember 31,2005Revenues

$
20,512,000Rental and other expenses


16,195,000Net income

$
4,317,000Our equity in earnings

$
1,337,000  95




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
  7.
    Restricted
    Cash    8.
    Mortgage
    Loans Payable Secured by Properties Held for Sale            Year

Amount2008

$
18,840,0002009


2010


2011


2012


Thereafter


$
18,840,000  96




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
  9.
    Minority
    Interests      10.
    Stockholders
    Equity  Common
    Stock
         97




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
    Stock
    Option Plans
  Independent
    Director Stock Option Plan
    Officer
    and Employee Stock Option Plan
    2004
    Incentive Award Plan
       98




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
    Number


Fair ValueNonvested Restricted Shares at

of Shares


of SharesNonvested as of December 31, 2005


51,000


$
10.00Vested


(51,000
)


(10.00
)Nonvested as of December 31, 2006





$
   Share-Based Payment
  11.
    Future
    Minimum Rent  Rental
    Income
    Year Ending

Amount2008

$
8,444,0002009


7,507,0002010


5,918,0002011


4,116,0002012


2,447,000Thereafter


4,741,000Total

$
33,173,000     12.
    Related
    Party Transactions  Advisory
    Agreement
  Advisory
    Fees
   99




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
  month-to-month day-to-day
    Real
    Estate Acquisition Fee
    Real
    Estate Disposition Fee
    Lease
    Commissions
    Property
    Management Fees
    Incentive
    Distributions
   100




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
    Retention
    Bonuses and Milestone Payments
    and/or
  Real
    Estate Commissions
    Related
    Party Accounts Receivable/Payable
   101




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
  Review,
    Approval or Ratification of Transactions with Related
    Persons
    13.
    Commitments
    and Contingencies  Operating
    Leases
      SEC
    Investigation
  In the matter of Triple Net Properties, LLC.
  Accounting for Contingencies.
 102




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
  Prior
    Performance Tables
    Form 8-K
  Litigation
    Environmental
    Matters
    Unconsolidated
    Debt
     103




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
      Other
   104




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
  14.
    Discontinued
    Operations  Properties Held for Sale  Accounting for the Impairment or
    Disposal of Long-Lived Assets
  Property

Date Purchased

Date Sold5508 West Highway 290 Building

September 13, 2002

November 14, 2006Two Corporate Plaza

November 27, 2002

January 11, 2007Atrium Building

January 31, 2003

December 15, 2006Department of Children and Family

April 25, 2003

November 15, 2006Gemini Plaza

May 2, 2003

December 29, 2006Bay View Plaza

July 31, 2003

November 6, 2007North Pointe Corporate Center

August 11, 2003

September 14, 2007824 Market St.

October 10, 2003

June 29, 2007Sutter Square Galleria

October 28, 2003

One World Trade Center

December 5, 2003

March 22, 2007Centerpoint Corporate Park

December 30, 2003

October 17, 2006AmberOaks Corporate Center

January 20, 2004

September 29, 2006Public Ledger Building

February 13, 2004

November 22, 2006Madrona Buildings

March 31, 2004

August 2, 2007Brunswig Square

April 5, 2004

October 6, 2006North Belt Corporate Center

April 8, 2004

June 29, 2007Hawthorne Plaza

April 20, 2004

September 14, 2006Pacific Place

May 26, 2004

525 B Street  Golden Eagle

June 14, 2004

August 10, 2005600 B Street  Comerica

June 14, 2004

July 18, 2006Western Place I & II

July 23, 2004

Pax River Office Park

August 6, 2004

March 12, 2008One Financial Plaza

August 6, 2004

March 30, 2007Opus Plaza at Ken Caryl

September 12, 2005

July 23, 2007Eaton Freeway Industrial Park

October 21, 2005

September 14, 2007   105




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
  Year EndedDecember 31,2005RevenuesRental income

$
118,912,000Interest income


216,000119,128,000ExpensesRental expenses


56,310,000Depreciation and amortization


39,027,000Interest expense (including amortization of deferred financing
    costs)


28,189,000Minority interest


(183,000
)Loss from discontinued operations  properties held
    for sale, net


(4,215,000
)Gain on sale of real estate


10,550,000$
6,335,000   Intangible
    Assets
      Intangible
    Liabilities
      15.
    Tax
    Treatment of Distributions    December 31,2007


2006


2005Ordinary income

$







$
2,829,000



1.40
%

$
3,333,000



10.12
%Capital gain


















11,963,000



36.34
%Return of capital










2,661,000



1.32
%


17,628,000



53.54
%Liquidating distributions


190,010,000



100.00
%


196,597,000



97.28
%






$
190,010,000



100.00
%

$
202,087,000



100.00
%

$
32,924,000



100.00
%    106




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
    16.
    Business
    Combinations      17.
    Selected
    Quarterly Financial Data (Unaudited)    Liquidation BasisQuarters EndedDecember 31,


September 30,


June 30,


March 31,2007


2007


2007


2007Net assets in liquidation, beginning of period

$
147,408,000


$
151,719,000


$
284,843,000


$
288,739,000Change to asset for estimated receipts in excess of estimated
    costs during liquidation






85,000



(924,000
)


(1,155,000
)Net increase (decrease) in fair value


(4,577,000
)


(1,842,000
)


2,937,000



2,282,000Liquidating distributions to stockholders


(46,198,000
)


(2,554,000
)


(135,137,000
)


(5,023,000
)Change in net assets in liquidation


(50,775,000
)


(4,311,000
)


(133,124,000
)


(3,896,000
)Net assets in liquidation, end of period

$
96,633,000


$
147,408,000


$
151,719,000


$
284,843,000   107




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
  Liquidation BasisQuarters EndedDecember 31,


September 30,


June 30,


March 31,2006


2006


2006


2006Net assets in liquidation, beginning of period

$
462,193,000


$
473,518,000


$
454,184,000


$
453,459,000Change to asset (liability) for estimated receipts (costs) in
    excess of estimated (costs) receipts during liquidation


5,796,000



(542,000
)


(314,000
)


(380,000
)Net increase (decrease) in fair value


(2,938,000
)


(2,549,000
)


27,884,000



1,105,000Liquidating distributions to stockholders


(176,312,000
)


(8,234,000
)


(8,236,000
)


Change in net assets in liquidation


(173,454,000
)


(11,325,000
)


19,334,000



725,000Net assets in liquidation, end of period

$
288,739,000


$
462,193,000


$
473,518,000


$
454,184,000   18.
    Subsequent
    Events  Plan of
    Liquidation
    Real
    Estate Investments
  Dispositions
    in 2008
  Pax
    River Office Park  Lexington, Maryland
    Mortgage
    Loans Payable Secured by Properties Held for Sale
  (a) 30-day
 108




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the
    Years Ended December 31, 2007, 2006 and
    2005  (Continued)
    Unconsolidated
    Debt
    Unconsolidated
    Debt Due to Related Parties
   109




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
 SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS  AdditionsBalance at


Charged to


Charged to





Balance atBeginning of


Costs and


Other





End ofDescription

Period


Expenses


Accounts


Deductions


PeriodYear Ended December 31, 2005  Reserve deducted
    from accounts receivable

$
321,000


$



$



$
(321,000
)

$
  110




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##### Table of Contents



G REIT
    LIQUIDATING TRUST
 SCHEDULE III 
    REAL ESTATE OPERATING PROPERTIES AND ACCUMULATED
    DEPRECIATION  Initial Costs to Company


Gross Amounts at Which Carried at Close of PeriodBuildings





Buildings





Netand





and


Accumulated


Liquidation





DateEncumbrance


Land


Improvements


Land


Improvements


Depreciation(2)


Adjustment(1)


Total


ConstructedSutter Square (Office), Sacramento, CA

$



$



$
8,414,000


$



$
8,538,000


$
(581,000
)

$



$
7,957,000



1987Pacific Place (Office), Dallas, TX






1,230,000



24,646,000



1,230,000



26,496,000



(1,372,000
)






26,354,000



1982Western Place I & II (Office), Fort Worth, TX


24,000,000



2,397,000



27,652,000



2,397,000



31,270,000



(1,517,000
)






32,150,000



1980Pax River (Office), Lexington Park, MD






1,661,000



12,163,000



1,661,000



12,383,000



(482,000
)






13,562,000



1983Net Liquidation Adjustment(1)


(5,160,000
)






















(9,110,000
)


(9,110,000
)Total

$
18,840,000


$
5,228,000


$
72,875,000


$
5,228,000


$
78,687,000


$
(3,952,000
)

$
(9,110,000
)

$
70,913,000   Maximum Life on WhichDate


Depreciation in LatestAcquired


Income Statement is ComputedSutter Square (Office), Sacramento, CA


October 28, 2003



39 yearsPacific Place (Office), Dallas, TX


May 26, 2004



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


July 23, 2004



39 yearsPax River (Office), Lexington Park, MD


August 6, 2004



39 years     (a)
    
    The changes in total real estate for the year ended
    December 31, 2007 are as follows:  2007Balance as of December 31, 2006 (liquidation basis)

$
417,384,000Capital expenditures


3,012,000Liquidation adjustment, net


(5,889,000
)Disposals


(343,594,000
)Balance as of December 31, 2007 (liquidation basis)

$
70,913,000     (1)
    
    Under the liquidation basis of accounting, our real estate
    holding are now carried at their estimated fair value, as a
    result the net liquidation adjustment is the net adjustment that
    we have made to the carrying value of the property in order to
    reflect its fair value.(2)
    
    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. 111




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##### Table of Contents



SIGNATURES  
  G REIT LIQUIDATING TRUST(Registrant)By

/s/  Gary
    T. Wescombe

Chairman of the TrusteesGary T. WescombeDate

March 24, 2008     By

/s/  Gary
    T. Wescombe

Chairman of the TrusteesGary T. WescombeDate

March 24, 2008By

/s/  Gary
    H. Hunt

TrusteeGary H. HuntDate

March 24, 2008By

/s/  W.
    Brand Inlow

TrusteeW. Brand InlowDate

March 24, 2008By

/s/  Edward
    A. Johnson

TrusteeEdward A. JohnsonDate

March 24, 2008By

/s/  D.
    Fleet Wallace

TrusteeD. Fleet WallaceDate

March 24, 2008  112




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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)3
.1

Articles of Incorporation of G REIT, Inc. (as approved by
    stockholders on June 29, 2004 and as currently in effect
    (included as Appendix B to our Definitive Proxy Statement filed
    on May 27, 2004 and incorporated herein by reference).3
.2

Bylaws of G REIT, Inc. (as approved by stockholders on June
    29, 2004 and as currently in effect (included as Appendix C to
    our Definitive Proxy Statement filed on May 27, 2004 and
    incorporated herein by reference).4
.1

Form of our Common Stock Certificate (included as Exhibit 4.1 to
    our Registration Statement on Form S-11 filed on January 9, 2002
    (File No. 333-76498) and incorporated herein by reference).10
.1

Form of Agreement of Limited Partnership of G REIT, L.P.
    (included as Exhibit 10.1 to our Registration Statement on Form
    S-11 filed on January 9, 2002 (File No. 333-76498) and
    incorporated herein by reference).10
.2

Amended and Restated Dividend Reinvestment Plan (included as
    Exhibit C to our Prospectus, a part of Amendment No. 2 to our
    Registration Statement on Form S-11 filed on January 23, 2004
    (File No. 333-109640) and incorporated herein by reference).10
.3

Amended and Restated Stock Repurchase Plan (included as Exhibit
    D to our Prospectus, a part of Amendment No. 2 to our
    Registration Statement on Form S-11 filed on January 23, 2004
    (File No. 333-109640) and incorporated herein by reference).10
.4

Independent Director Stock Option Plan (included as Exhibit 10.4
    to Amendment No. 1 to our Registration Statement on Form S-11
    filed on April 29, 2002 (File No. 333-76498) and incorporated
    herein by reference).10
.5

Officer and Employee Stock Option Plan (included as Exhibit 10.5
    to Amendment No. 1 to our Registration Statement on Form S-11
    filed on April 29, 2002 (File No. 333-76498) and incorporated
    herein by reference).10
.6

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 on January 9, 2002 (File No.
    333-76498) and incorporated herein by reference).10
.7

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 on December 18, 2002 (File No. 333-76498) and
    incorporated herein by reference).10
.8+

2004 Incentive Award Plan (included as Appendix A to the
    Definitive Proxy filed on May 27, 2004 and incorporated herein
    by reference).10
.9

Credit Agreement among G REIT, L.P., the Lenders and
    LaSalle Bank National Association dated as of January 31, 2003
    (included as Exhibit 10.48 to Form 10-K for the fiscal year
    ended December 31, 2004 filed on March 31, 2005 and incorporated
    herein by reference).10
.10

First Amendment to Credit Agreement among G REIT, L.P., the
    Lenders and LaSalle Bank National Association dated as of April,
    2003 (included as Exhibit 10.49 to Form 10-K for the fiscal year
    ended December 31, 2004 filed on March 31, 2005 and incorporated
    herein by reference).10
.11

Amended and Restated Credit Agreement among G REIT, L.P.,
    the Lenders and LaSalle Bank National Association dated as of
    July 17, 2003 (included as Exhibit 10.50 to Form 10-K for the
    fiscal year ended December 31, 2004 filed on March 31, 2005 and
    incorporated herein by reference). 113




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##### Table of Contents



ExhibitNumber

Exhibit10
.12

First, Second, Third, Fourth, Fifth and Sixth Amendment to the
    Amended and Restated Credit Agreement among G REIT, L.P.,
    the Lenders and LaSalle Bank National Association dated as of
    August 11, 2003, September 19, 2003, November 7, 2003, December
    19, 2003, March, 2004 and August 27, 2004, respectively
    (included as Exhibit 10.51 to Form 10-K for the fiscal year
    ended December 31, 2004 filed on March 31, 2005 and incorporated
    herein by reference).10
.13

Second Amendment to Purchase and Sale Agreement by and between
    GREIT-One World Trade Center, L.P. and Legacy Partners Realty
    Fund II, LLC, dated January 5, 2007 (included as Exhibit 10.1 to
    Form 8-K filed on January 10, 2007 and incorporated herein by
    reference).10
.14

Third Amendment to Purchase and Sale Agreement by and between
    GREIT-One World Trade Center, L.P. and Legacy Partners Realty
    Fund II, LLC, dated January 19, 2007 (included as Exhibit 10.1
    to Form 8-K filed on January 25, 2007 and incorporated herein by
    reference).10
.15

Fourth Amendment to Purchase and Sale Agreement by and between
    GREIT-One World Trade Center, L.P. and Legacy Partners Realty
    Fund II, LLC, dated January 26, 2007 (included as Exhibit 10.1
    to Form 8-K filed on February 1, 2007 and incorporated herein by
    reference).10
.16

Fifth Amendment to Purchase and Sale Agreement by and between
    GREIT-One World Trade Center, L.P. and Legacy Partners Realty
    Fund II, LLC, dated January 31, 2007 (included as Exhibit 10.2
    to Form 8-K filed on February 1, 2007 and incorporated herein by
    reference).10
.17

Sixth Amendment to Purchase and Sale Agreement by and between
    GREIT-One World Trade Center, L.P. and Legacy Partners Realty
    Fund II, LLC, dated February 15, 2007 (included as Exhibit 10.1
    to Form 8-K filed on February 22, 2007 and incorporated herein
    by reference).10
.18

Seventh Amendment to Purchase and Sale Agreement by and between
    GREIT-One World Trade Center, L.P. and Legacy Partners Realty
    Fund II, LLC, dated February 22, 2007 (included as Exhibit 10.1
    to Form 8-K filed on February 26, 2007 and incorporated herein
    by reference).10
.19

Eighth Amendment to Purchase and Sale Agreement by and between
    GREIT-One World Trade Center, L.P. and Legacy Partners Realty
    Fund II, LLC, dated February 28, 2007 (included as Exhibit 10.1
    to Form 8-K filed on March 6, 2007 and incorporated herein by
    reference).10
.20

Ninth Amendment to Purchase and Sale Agreement by and between
    GREIT-One World Trade Center, L.P. and Legacy Partners Realty
    Fund II, LLC, dated March 2, 2007 (included as Exhibit 10.2 to
    Form 8-K filed on March 6, 2007 and incorporated herein by
    reference).14
.1

GREIT Code of Business Conduct and Ethics dated May 14, 2004
    (included as Exhibit 14.1 to Form 10-K for the fiscal year ended
    December 31, 2004 filed by us on March 31, 2005 and incorporated
    herein by reference).10
.21*

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, 2008.10
.22*

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, 2008.10
.23*

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, 2008.10
.24*

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. 114




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##### Table of Contents



ExhibitNumber

Exhibit10
.25*

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, 2008.10
.26*

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, 2008.21
.1*

Subsidiaries of G REIT Liquidating Trust.31
.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 2002.32
.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.+
    
    Compensatory plan or arrangement. 115