SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GOLDMAN SACHS GROUP INC/ (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GRUBB & ELLIS CO [ GBEL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/09/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01	03/09/2005		S		697,500	D	$4.65	799,200	D(1)(2)(3)
Common Stock, par value $0.01	03/09/2005		S		52,500	D	$4.65	60,155	I	See footnotes(1)(2)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* GOLDMAN SACHS GROUP INC/ (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Archon Group, L.P. (Last) (First) (Middle) 600 EAST LAS COLINAS BLVD. (Street) IRVING TX 75039 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Archon Gen-Par, Inc. (Last) (First) (Middle) 600 EAST LAS COLINAS BLVD. (Street) IRVING TX 75039 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GOLDMAN SACHS & CO (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This statement is filed on behalf of Archon Group, L.P. ("AG"), Archon Gen-Par, Inc. ("AGP"), Goldman, Sachs & Co. ("GS"), and The Goldman Sachs Group, Inc. ("GSG," and together with AG, AGP and GS, the "Reporting Persons") in respect of shares of common stock, par value $0.01 per share ("Common Stock"), of Grubb & Ellis Company, a Delaware corporation (the "Issuer"). As of March 9, 2005, the Reporting Persons ceased to beneficially own more than 10% of the Common Stock reported to be outstanding in the Issuer's Quarterly Report on Form 10-Q for the period ended December 31, 2004, and are therefore no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended.

2. Each Reporting Person disclaims beneficial ownership of the securities reported in this filing in excess of the pecuniary interest of such Reporting Person in such securities, if any, and this filing shall not be deemed an admission that such Reporting Person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of such securities. Each Reporting Person disclaims membership in a "group" with respect to the securities reported in this filing and this filing shall not be deemed to be an admission that such Reporting Person is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or otherwise, a member of a "group" or a single "person" with respect to such securities.

3. GSG owns beneficially and directly, and GS, a direct and indirectly wholly-owned subsidiary of GSG, may be deemed to own beneficially and indirectly, 799,200 shares of Common Stock.

4. AG owns beneficially and directly, and AGP, the general partner of AG and a wholly-owned subsidiary of GSG, may be deemed to own beneficially and indirectly, 60,155 shares of Common Stock. GS and GSG may be deemed to own beneficially and indirectly, 60,155 shares of Common Stock through AG and AGP.

	/s/ Edward T. Joel, by power of attorney, on behalf of The Goldman Sachs Group, Inc.	03/11/2005
	/s/ Edward T. Joel, by power of attorney, on behalf of Archon Group, L.P.	03/11/2005
	/s/ Edward T. Joel, by power of attorney, on behalf of Archon Gen-Par, Inc.	03/11/2005
	/s/ Edward T. Joel, by power of attorney, on behalf of Goldman, Sachs & Co.	03/11/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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