Exhibit 4.3

                           FIRST AMENDMENT
                 TO STOCK SUBSCRIPTION WARRANT NO. 19



    Effective October 22, 1996, Paragraph 2 of Stock 
Subscription Warrant No. 19 shall be amended to read in its 
entirety as follows:

    2.  PERIOD OF EXERCISE.  This Warrant is exercisable at any 
    time or from time to time prior to January 29, 2002.

    Except as so amended, all other terms and conditions of 
Stock Subscription Warrant No. 19 shall remain in full force and 
effect.

    IN WITNESS WHEREOF, GRUBB & ELLIS COMPANY has caused this 
First Amendment to Stock Subscription Warrant No. 19 to be signed 
by its duly authorized officer under its corporate seal, attested 
by its duly authorized officer, effective as of October 22, 1996.

                                  GRUBB & ELLIS COMPANY



                                  By    /s/ Robert J. Walner    
                                    ----------------------------
                                       Robert J. Walner
                                       Senior Vice President



Attest:



By    /s/ Carol M. Vanairsdale    
   -------------------------------
    Carol M. Vanairsdale
    Assistant Secretary


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