EXHIBIT 4.28




          THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
          REGISTRATION OR EXEMPTION THEREFROM UNDER SUCH ACT.


                              GRUBB & ELLIS COMPANY

                              AMENDED AND RESTATED
                     9.90% SENIOR NOTE DUE NOVEMBER 1, 1998


No. AS-2                                              Amended and Restated as of
$3,500,000                                                      November 1, 1994


          FOR VALUE RECEIVED, the undersigned, GRUBB & ELLIS COMPANY (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Delaware, hereby promises to pay to The Prudential Insurance
Company of America ("Prudential"), or its registered assigns, the principal sum
of THREE MILLION AND FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (subject to
prepayments pursuant to the terms of the Agreement (as defined below)) on
November 1, 1998, with interest (computed on the basis of a 360-day year--30-day
month) (a) on the unpaid balance thereof at the rate of 9.90% per annum from
August 1, 1994, payable semiannually on the first day of February and August in
each year, commencing on February 1, 1995, until the principal hereof shall have
become due and payable, and (b) on any overdue payment (including any overdue
prepayment) of principal and any overdue payment of interest semiannually as
aforesaid (or, at the option of the registered holder hereof, on demand), at a
rate per annum from time to time equal to the greater of (i) 11.90% and
(ii) 2.0% over the rate of interest publicly announced by Morgan Guaranty Trust
Company of New York from time to time in New York City as its prime rate.

          Payments of principal of and interest on this Note are to be made at
the main office of Morgan Guaranty Trust Company of New York in New York City or
at such other place as the holder hereof shall designate to the Company in
writing, in lawful money of the United States of America.

          This Note is one of a series of Senior Notes (herein called the
"Notes") issued pursuant to a Senior Note, Subordinated Note and Revolving
Credit Note Agreement, dated as of November 2, 1992, (as amended from time to
time, herein called the "Agreement"), between the Company and The Prudential
Insurance





Company of America and is subject thereto and entitled to the benefits thereof.


          This Note is a registered Note and, as provided in the Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder's attorney duly authorized in writing, a new Note
for a like principal amount will be issued to, and registered in the name of,
the transferee.  Prior to due presentment for registration of transfer, the
Company may treat the person in whose name this Note is registered as the owner
hereof for the purpose of receiving payment and for all other purposes, and the
Company shall not be affected by any notice to the contrary.

          The Company agrees to make required prepayments of principal on the
dates and in the amounts specified in the Agreement.  This Note is also subject
to optional prepayment, in whole or from time to time in part, on the terms
specified in the Agreement.

          In case an Event of Default, as defined in the Agreement, shall occur
and be continuing, the principal of this Note may be declared or otherwise
become due and payable in the manner and with the effect provided in the
Agreement.

          This Note is intended to be performed in the State of New York and
shall be construed and enforced in accordance with the law of such State.

          The Company agrees in accordance with the Agreement to pay, and save
the holder hereof harmless against any liability for, any expenses arising in
connection with the enforcement by the holder hereof of any of its rights under
this Note or the Agreement.

          This Note amends and restates in its entirety that certain 9.90%
Senior Note Due November 1, 1996 in the original principal amount of $3,500,000
dated January 29, 1993 issued by the Company to Prudential and is made in
substitution and not in payment thereof.  This Note is not intended as and shall
not be deemed to constitute a novation.

                                            GRUBB & ELLIS COMPANY

                                            By:  /s/  Robert J. Hanlon, Jr.
                                               ----------------------------
                                               Name:  Robert J. Hanlon, Jr.
                                               Title: Senior Vice President and
                                                      Chief Financial Officer

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