<PAGE>
                 UNITED STATES SECURITIES AND EXCHANGE COMMISSION 
                                          
                              Washington, D.C.  20549
                                          
                                   FORM 10-K/A-2
                                          
             /X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                                          
                          SECURITIES EXCHANGE ACT OF 1934
                                          
                      For the Fiscal year ended June 30, 1997
                                          
                                         OR
                                          
            / /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                                          
                          SECURITIES EXCHANGE ACT OF 1934
                                          
  For the transition period from                   to
                                -------------------   -----------
                       Commission file number        1-8122   
                                                    --------
                                  GRUBB & ELLIS COMPANY        
               -------------------------------------------------------
               (Exact name of registrant as specified in its charter)

                  Delaware                            94-1424307
           ---------------------                ----------------------
              (State or other                       (IRS Employer
              jurisdiction of                    Identification No.)
              incorporation or
                organization

                           2215 Sanders Road, Suite 400,
                              Northbrook IL, 60062 
                    ---------------------------------------
                (Address of principal executive offices) (Zip Code)

                                   (847) 753-7500
                       -----------------------------------
                (Registrant's telephone number, including area code)

            Securities registered pursuant to Section 12(b) of the Act:

         Title of each class         Name of each exchange on which registered
         -------------------         -----------------------------------------
             Common Stock                     New York Stock Exchange
                                                  Pacific Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes   X  No
                                        ----   ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of registrant's knowledge, in its definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /

The aggregate market value of voting common stock held by non-affiliates of the
registrant as of August 12, 1997 was approximately $74,385,000.

The number of shares outstanding of the registrant's common stock as of August
12, 1997 was 19,511,243 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive proxy statement to be filed pursuant to
Regulation 14A no later than 120 days after the end of the fiscal year (June 30,
1997) are incorporated by reference into Part III of this Report. 

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                               GRUBB & ELLIS COMPANY
                                          
                                   FORM 10-K/A-2
                                          
                                 TABLE OF CONTENTS

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COVER PAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

TABLE OF CONTENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

Part IV

     Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K. . . . . . . .3

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

EXHIBIT INDEX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
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                              GRUBB & ELLIS COMPANY

                                     PART IV

                                 _______________

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  The following documents are filed as a part of this report:

1.   The following Report of Independent Auditors and Consolidated
     Financial Statements are submitted herewith:

          Report of Independent Auditors

          Consolidated Balance Sheets at June 30, 1997 and June 30, 1996.

          Consolidated Statements of Operations for the years ended June 30,
          1997, 1996 and 1995.

          Consolidated Statements of Stockholders' Equity (Deficit) for the
          years ended June 30, 1997, 1996 and 1995.

          Consolidated Statements of Cash Flows for the years ended June 30,
          1997, 1996 and 1995.

          Notes to Consolidated Financial Statements.

2.   All schedules for which provision is made in the applicable accounting
     regulations of the Securities and Exchange Commission are not required
     under the related instructions, are inapplicable, or the information is
     contained in the Notes to Consolidated Financial Statements and therefore
     have been omitted.

3.   Exhibits required to be filed by Item 601 of Regulation S-K:

  (3)  Articles of Incorporation and Bylaws

     3.1  Certificate of Incorporation of the Registrant, as restated
          effective November 1, 1994, incorporated herein by reference to
          Exhibit 3.2 to the Registrant's Annual Report on Form 10-K filed
          March 31, 1995 (Commission File No. 1-8122).

     3.2  Certificate of Retirement with respect to 130,233 Shares of
          Junior Convertible Preferred Stock of Grubb & Ellis Company,
          filed with the Delaware Secretary of State on January 22, 1997,
          incorporated herein by reference to Exhibit 3.3 to the
          Registrant's Quarterly Report on Form 10-Q filed on February 13,
          1997 (Commission File No. 1-8122).

     3.3  Certificate of Retirement with respect to 8,894 Shares of Series
          A Senior Convertible Preferred Stock, 128,266 Shares of Series B
          Senior Convertible Preferred Stock, and 19,767 Shares of Junior
          Convertible Preferred Stock of Grubb & Ellis Company, filed with
          the Delaware Secretary of State on January 22, 1997, incorporated
          herein by reference to Exhibit 3.4 to the Registrant's Quarterly
          Report on Form 10-Q filed on February 13, 1997 (Commission File
          No. 1-8122).

     3.4  Grubb & Ellis Company Bylaws, as amended and restated effective
          June 1, 1994, incorporated herein by reference to Exhibit 3.2 to
          the Registrant's Quarterly Report on Form 10-Q filed on November
          13, 1996 (Commission File No. 1-8122).

  (4)  Instruments Defining the Rights of Security Holders, including
       Indentures

     4.1  First Amendment to Warrant No. 18, held by Warburg, Pincus
          Investors, L.P., exercisable for 687,358 shares of common stock
          of the Registrant extending the expiration date to January 29,
          2002, incorporated herein by

                                      3

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          reference to Exhibit 4.2 to the  Registrant's Quarterly Report on Form
          10-Q filed on November 13, 1996 (Commission File No. 1-8122).

     4.2  First Amendment to Warrant No. 19, held by Warburg, Pincus
          Investors, L.P., exercisable for 325,000 shares of common stock
          of the Registrant extending the expiration date to January 29,
          2002, incorporated herein by reference to Exhibit 4.3 to the
          Registrant's Quarterly Report on Form 10-Q filed on November 13,
          1996 (Commission File No. 1-8122).

     4.3  Option Agreement dated as of December 11, 1996 between the
          Registrant and Warburg, Pincus Investors, L.P., incorporated
          herein by reference to Exhibit 4.2 to the Registrant's Current
          Report on Form 8-K filed on December 20, 1996 (Commission file
          No. 1-8122).

     4.4  Stock Purchase Agreement dated as of December 11, 1996 among the
          Registrant, Mike Kojaian, Kenneth J. Kojaian and C. Michael
          Kojaian, incorporated herein by reference to Exhibit 4.3 to the
          Registrant's Current Report on Form 8-K filed on December 20,
          1996 (Commission File No. 1-8122).

     4.5  Registration Rights Agreement dated as of December 11, 1996 among
          the Registrant, Warburg, Pincus Investors, L.P., Joe F. Hanauer,
          Mike Kojaian, Kenneth J. Kojaian and C. Michael Kojaian,
          incorporated herein by reference to Exhibit 4.1 to the
          Registrant's Current Report on Form 8-K filed on December 20,
          1996 (Commission File No. 1-8122).

     4.6  Purchase Agreement dated as of January 24, 1997 between the
          Registrant and Warburg, Pincus Investors, L.P., incorporated
          herein by reference to Exhibit 4.1 to the Registrant's Current
          Report on Form 8-K filed on February 4, 1997 (Commission File No.
          1-8122).

     4.7  Stock Purchase Agreement dated as of January 24, 1997 between the
          Registrant and Archon Group, L.P., incorporated herein by
          reference to Exhibit 4.2 to the Registrant's Current Report on
          Form 8-K filed on February 4, 1997 (Commission File No. 1-8122).

     4.8  Registration Rights Agreement dated as of January 24, 1997
          between the Registrant and Archon Group, L.P., incorporated
          herein by reference to Exhibit 4.3 to the Registrant's Current
          Report on Form 8-K filed on February 4, 1997 (Commission File No.
          1-8122).

     4.9  Stock Subscription Warrant No. 20 dated December 11, 1996 issued
          to Joe F. Hanauer Trust, incorporated herein by reference to
          Exhibit 4.11 to the Registrant's Quarterly Report on Form 10-Q
          filed on February 13, 1997 (Commission File No. 1-8122).

     4.10 Stock Subscription Warrant No. 21 dated December 11, 1996 issued
          to Warburg, Pincus Investors, L.P., incorporated herein by
          reference to Exhibit 4.12 to the Registrant's Quarterly Report on
          Form 10-Q filed on February 13, 1997 (Commission File No. 1-
          8122).

     4.11 Stock Subscription Warrant No. 22 dated December 11, 1996 issued
          to Joe F. Hanauer Trust, incorporated herein by reference to
          Exhibit 4.13 to the Registrant's Quarterly Report on Form 10-Q
          filed on February 13, 1997 (Commission File No. 1-8122).

     4.12 Stock Subscription Warrant No. 23 dated December 11, 1996 issued
          to Warburg, Pincus Investors, L.P., incorporated herein by
          reference to Exhibit 4.14 to the Registrant's Quarterly Report on
          Form 10-Q filed on February 13, 1997 (Commission File No. 1-
          8122).

     4.13 Form of Amendment No. 1 to Stock Subscription Warrants No. 8, 9,
          13 and 15 issued to Joe F. Hanauer Trust, incorporated herein by
          reference to Exhibit 4.15 to the Registrant's Quarterly Report on
          Form 10-Q filed on February 13, 1997 (Commission File No. 1-
          8122).

     4.14 Credit Agreement among the Registrant, certain Subsidiaries of
          the Registrant, and PNC Bank, National Association dated as of
          March 13, 1997, incorporated herein by reference to Exhibit 4.14
          to the Registrant's Quarterly Report on Form 10-Q filed on May
          15, 1997 (Commission File No. 1-8122).


                                      4
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     4.15 Subordination Agreement by and among the Registrant and certain
          Subsidiaries of the Registrant in favor of PNC Bank, National
          Association dated as of March 13, 1997, incorporated herein by
          reference to Exhibit 4.15 to the Registrant's Quarterly Report on
          Form 10-Q filed on May 15, 1997 (Commission File No. 1-8122).

     4.16 Revolving Credit Note executed by the Registrant in favor of PNC
          Bank, National Association in the amount of up to $15 million
          dated as of March 13, 1997, incorporated herein by reference to
          Exhibit 4.16 to the Registrant's Quarterly Report on Form 10-Q
          filed on May 15, 1997 (Commission File No. 1-8122).

     4.17 Letter dated March 12, 1997 from IBM Credit Corporation to Axiom
          Real Estate Management, Inc., acknowledging release of collateral
          and discharge of all obligations under Revolving Loan and
          Security Agreement dated October 19, 1995, incorporated herein by
          reference to Exhibit 4.17 to the Registrant's Quarterly Report on
          Form 10-Q filed on May 15, 1997 (Commission File No. 1-8122).

     On an individual basis, instruments other than Exhibits listed above under
     Exhibit 4 defining the rights of holders of long-term debt of the
     Registrant and its consolidated subsidiaries and partnerships do not exceed
     ten percent of total consolidated assets and are, therefore, omitted;
     however, the Company will furnish supplementally to the Commission any such
     omitted instrument upon request.

     (10) Material Contracts

          10.1*  Employment agreement between Neil R. Young and the Registrant
                 dated as of February 22, 1996, incorporated herein by reference
                 to Exhibit 10.1 to the Registrant's Quarterly Report on Form
                 10-Q filed on May 15, 1996 (Commission File No. 1-8122).

          10.2*  Grubb & Ellis Company 1990 Amended and Restated Stock Option
                 Plan, as amended and restated as of September 25, 1996.**

          10.3*  Description of Grubb & Ellis Company Senior Management
                 Compensation Plan, incorporated herein by reference to Exhibit
                 10.17 to the Registrant's Annual Report on Form 10-K filed on
                 March 30, 1992 (Commission File No. 1-8122).

          10.4*  1993 Stock Option Plan for Outside Directors, incorporated
                 herein by reference to Exhibit 4.1 to the Registrant's
                 registration statement on Form S-8 filed on November 12, 1993
                 (Registration No. 33-71484).

          10.5*  Description of Grubb & Ellis Company Management Separation
                 Arrangements, incorporated herein by reference to Exhibit 10.18
                 to the Registrant's Annual Report on Form 10-K filed on March
                 31, 1995 (Commission File No. 1-8122).

          10.6   Master Collateral Assignment of Contract Rights to PNC Bank,
                 National Association by the Registrant and Subsidiaries of the
                 Registrant dated as of March 13, 1997, incorporated herein by
                 reference to Exhibit 10.1 to the Registrant's Quarterly Report
                 on Form 10-Q filed on May 15, 1997 (Commission File No. 1-
                 8122).

          10.7   Master Agreement of Guaranty and Suretyship by and between the
                 Registrant and Subsidiaries of the Registrant in favor of PNC
                 Bank National Association dated as of March 13, 1997,
                 incorporated herein by reference to Exhibit 10.2 to the
                 Registrant's Quarterly Report on Form 10-Q filed on May 15,
                 1997 (Commission File No. 1-8122).

          10.8   Pledge Agreement among the Registrant, certain Subsidiaries of
                 the Registrant and PNC Bank, National Association dated as of
                 March 13, 1997, incorporated herein by reference to Exhibit
                 10.3 to the Registrant's Quarterly Report on Form 10-Q filed on
                 May 15, 1997 (Commission File No. 1-8122).

          10.9   Security Agreement by and among the Registrant, certain
                 Subsidiaries of the Registrant and PNC Bank, National
                 Association dated as of March 13, 1997, incorporated herein by
                 reference to Exhibit 10.4 to the Registrant's Quarterly Report
                 on Form 10-Q filed on May 15, 1997 (Commission File No. 1-
                 8122).

          10.10  Trademark Security Agreement by the Registrant in favor of PNC
                 Bank, National Association dated as of March 13, 1997,
                 incorporated herein by reference to Exhibit 10.5 to the
                 Registrant's Quarterly Report on Form 10-Q filed on May 15,
                 1997 (Commission File No. 1-8122).

                                      5
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          10.11  Stock Sale Agreement between the Registrant and International
                 Business Machines Corporation dated January 19, 1996,
                 incorporated herein by reference to Exhibit 99.1 to the
                 Registrant's Current Report on Form 8-K filed on February 8,
                 1996 (Commission File No. 1-8122).

          10.12  Managed Service Agreement between International Business
                 Machines Corporation and Axiom Real Estate Management, Inc.
                 dated as of January 1, 1996, and Side Letter Agreement between
                 the parties dated January 19, 1996, incorporated herein by
                 reference to Exhibit 99.2 to the Registrant's Current Report on
                 Form 8-K filed on February 8, 1996 (Commission File No. 1-
                 8122).

     (21) Subsidiaries of the Registrant **

     (23) Consent of Independent Auditors

          23.1   Consent of Ernst & Young LLP **

          23.2   Consent of Ernst & Young LLP

     (24) Powers of Attorney

          24.1   Powers of Attorney **

          24.2   Certified Board Resolutions

     (27) Financial Data Schedule**

*     Management contract or compensatory plan or arrangement.

**   Previously filed.



     (b)  Reports on Form 8-K:  none

                                      6

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                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on this 30th day of April,
1998.

GRUBB & ELLIS COMPANY

(REGISTRANT)

by               *    
  ______________________________
     Neil Young
     Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

/s/    Brian D. Parker                                           April 30, 1998
________________________________                                   
Brian D. Parker
Senior Vice President and Chief Financial Officer
Principal Financial and Accounting Officer

                 *                                               April 30, 1998
________________________________
R. David Anacker, Director

                 *                                               April 30, 1998
________________________________
Lawrence S. Bacow, Director

                 *                                               April 30, 1998
________________________________
Joe F. Hanauer, Director

                 *                                               April 30, 1998
________________________________
C. Michael Kojaian, Director

                 *                                               April 30, 1998
________________________________
Sidney Lapidus, Director

                 *                                               April 30, 1998
________________________________
Reuben S. Leibowitz, Director

                 *                                               April 30, 1998
________________________________
Robert J. McLaughlin, Director
                                             


<PAGE>

                 *                                               April 30, 1998
________________________________
John D.Santoleri, Director

                 *                                               April 30, 1998
________________________________
Todd A. Williams, Director



/s/ Robert J. Walner                                             
________________________________________________________________________
*By:  Robert J. Walner, Attorney-in-Fact, pursuant to Powers of Attorney




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                                      GRUBB & ELLIS COMPANY AND SUBSIDIARIES

                                                EXHIBIT INDEX (A)

                                      FOR THE FISCAL YEAR ENDED JUNE 30, 1997

EXHIBIT 

     (21) Subsidiaries of the Registrant **

     (23) Consent of Independent Auditors

          23.1   Consent of Ernst & Young LLP **

          23.2   Consent of Ernst & Young LLP

     (24) Powers of Attorney

          24.1   Powers of Attorney **

          24.2   Certified Board Resolutions

     (27) Financial Data Schedule**

**   Previously filed.

     

     (A)  Exhibits incorporated by reference are listed in Item 14(a)3 of this
     Report.