Exhibit 4.3
                           Form of Rights Certificate


RIGHTS                          NUMBER OF RIGHTS            CUSIP NO. __________
CERTIFICATE NO.

          RIGHTS CERTIFICATE FOR COMMON STOCK OF GRUBB & ELLIS COMPANY

   
     VOID AND VALUELESS IF NOT RECEIVED BY SUBSCRIPTION AGENT WITH PAYMENT IN
FULL BY 5:00 P.M. CHICAGO TIME ON OCTOBER 20, 1994.
    
   
SUBSCRIPTION PRICE:  $2.375 for each share of Common Stock
    
   
EXPIRATION TIME:  5:00 p.m., Chicago Time on October 20, 1994
    
   
          The registered holder named below is entitled to subscribe for shares
of Common stock, par value $.01 per share, of Grubb & Ellis Company upon the
terms and conditions set forth in the Prospectus, dated September 13, 1994, and
the instructions relating thereto.  All capitalized terms used herein have the
same meaning as are given to them in the Prospectus, which is enclosed.
    

   One Right and $2.375 are needed to subscribe for one share of Common Stock.

   
                    GRUBB & ELLIS COMPANY

                    By
                       ---------------------------------------------------
                                   Executive Chairman
    
                    THE SUBSCRIPTION AGENT IS HARRIS TRUST COMPANY OF CALIFORNIA
                                  c/o Harris Trust and Savings Bank
                            P.O. Box 830, Chicago, Illinois 60690-0830
                                      Telephone (312) 461-3324

     THIS OFFERING MAY BE WITHDRAWN UNDER CERTAIN CIRCUMSTANCES.  Subscribers
are advised to review the instructions and the prospectus, copies of which are
available from the Subscription Agent, before subscribing for shares of Common
Stock.




                              GRUBB & ELLIS COMPANY
                                  EXERCISE FORM

   
SUBSCRIPTION:  The undersigned hereby irrevocably subscribes for full shares of
Common Stock as indicated below, on the terms specified in the Prospectus dated
September 13, 1994 and instructions relating thereto, receipt of which is hereby
acknowledged.

Number of shares subscribed for pursuant to
the Basic Subscription Privilege (one Right
needed to subscribe for each full share)               ____________

Number of shares subscribed for pursuant to
the Oversubscription Privilege (subject to
maximum equal to number of Rights indicated on
reverse side).  SUBSCRIBER MAY INDICATE "MAXIMUM"
IN LIEU OF INDICATING NUMBER OF SHARES.                _____________

Total subscription price (total shares
subscribed for times $2.375)                           _____________



                         ___________________________________________
                         Subscriber(s) Signature(s)

Telephone No. (___)____-________
    
   
DELIVERY OF CERTIFICATES:  A holder who has elected to participate in
the Oversubscription Privilege may elect to have certificates for shares of
Common Stock issuable upon exercise of the Basic Subscription Privilege mailed
as soon as practicable after the Basic Subscription Privilege has been exercised
by checking here:_________
    

See Instruction 2.



CHECK, BANK DRAFT OR MONEY ORDER MADE OUT TO HARRIS TRUST COMPANY OF CALIFORNIA
MUST BE ENCLOSED HEREWITH, UNLESS PAYMENT IS MADE BY WIRE TRANSFER AS PROVIDED
IN THE PROSPECTUS AND THE INSTRUCTIONS


                           PLEASE READ BEFORE SIGNING

Signature(s) must correspond with the name(s) of the registered holder of the
subscription certificate.  If a joint account, each must sign. Persons signing
in a representative capacity must indicate capacity when signing.  See
Instruction 3.

   
QUESTIONS REGARDING THE EXERCISE FORM SHOULD BE DIRECTED TO THE INFORMATION
AGENT, MORROW & CO., INC.
     Call Toll Free:  (800) 662-5200