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                                                                    Exhibit 24.2

                   ASSISTANT SECRETARY'S CERTIFICATE

          The undersigned Assistant Secretary of Grubb & Ellis Company, a
Delaware corporation (the "Company"), hereby certifies that:

          1.   The following resolutions were adopted by the Company's Board of
Directors effective April 27, 1998 by unanimous written consent without a
meeting.  These resolutions are true and correct and they are currently in full
force and effect:

          WHEREAS, from time to time, Neil Young, Chairman, President and
     Chief Executive Officer of the Company, and Brian Parker, Senior Vice
     President and Chief Financial Officer of the Company are not available
     to sign registration statements filed under the Securities Act of
     1933, as amended ("the '33 Act") to register the Company's securities
     and/or periodic filings under the Securities Exchange Act of 1934, as
     amended ("the '34 Act"), on behalf of the Company.

          WHEREAS, Messrs. Young and Parker have appointed in the past and
     will continue to appoint in the future the following Corporate
     Officers of the Company to act as their attorneys with full power of
     substitution to sign and file with the Securities and Exchange
     Commission ("SEC") registration statements under the '33 Act and
     periodic filings under the '34 Act:

          Robert J. Walner    Senior Vice President and Corporate Secretary
          Blake Harbaugh      Vice President and Corporate Controller
          Carol Vanairsdale   Vice President and Assistant Secretary

          NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes
     the appointment of and ratifies any past appointments of the following
     Corporate Officers to act as the attorneys with full power of
     substitution for Messrs. Young and Parker for the specific purpose of
     signing and filing with the SEC on behalf of each such person as
     officer of the Company any registration statements under the  '33 Act
     and any periodic filings required under the '34 Act and any and all
     amendments or supplements thereto, and any and all instruments or
     documents filed as part of or in conjunction with such filings or
     amendments or supplements thereto and hereby ratifies all that said
     attorneys or any of them may do or have done in the past in connection
     with such power of attorney:

          Robert J. Walner    Senior Vice President and Corporate Secretary
          Blake Harbaugh      Vice President and Corporate Controller
          Carol Vanairsdale   Vice President and Assistant Secretary


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          RESOLVED FURTHER, that the appropriate Corporate Officers, and
     each of them, are hereby authorized and directed to do any and all
     things that they, and each of them, shall deem necessary or
     appropriate to effectuate the foregoing resolutions; provided, that
     nothing herein shall be construed to permit authority for any actions
     which are reserved for the Board of Directors or the stockholders of
     the Company pursuant to the Certificate of Incorporation or the
     Bylaws.

Dated:  April 28, 1998            /s/   Carol Vanairsdale    
                                  --------------------------------
                                  Carol Vanairsdale
                                  Assistant Secretary












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