UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 2

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 15, 2008

Grubb & Ellis Apartment REIT, Inc.

(Exact name of registrant as specified in its charter)

Maryland	000-52612	20-3975609
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1551 N. Tustin Avenue, Suite 300
Santa Ana, California		92705
(Address of principal executive		(Zip Code)
offices)

Registrant’s telephone number, including area code: 714-667-8252

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 9.01 Financial Statements and Exhibits
SIGNATURES

INFORMATION TO BE INCLUDED IN THE REPORT

We previously filed a Form 8-K, or the Form 8-K, on September 19, 2008, reporting our acquisition of Canyon Ridge Apartments, located in Hermitage, Tennessee, as described in such Form 8-K. We subsequently filed a Current Report on Form 8-K/A, Amendment No.1, on September 25, 2008 to amend the Form 8-K. We are filing this Form 8-K/A, Amendment No. 2, to provide the financial information required by Item 9.01.

Item 9.01 Financial Statements and Exhibits.

			Page
(a)	Financial statements of business acquired.
	Canyon Ridge Apartments
	I.	Independent Auditors’ Report		3
	II.	Statements of Revenues and Certain Expenses for the Six Months Ended June 30, 2008 (Unaudited) and for the Year Ended December 31, 2007		4
	III.	Notes to Statements of Revenues and Certain Expenses for the Six Months Ended June 30, 2008 (Unaudited) and for the Year Ended December 31, 2007		5
(b)	Pro forma financial information.
	Grubb & Ellis Apartment REIT, Inc.
	I.	Unaudited Pro Forma Condensed Consolidated Financial Statements for the Nine Months Ended September 30, 2008 and for the Year Ended December 31, 2007		7
	II.	Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2008		8
	III.	Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2007		9
	IV.	Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements for the Nine Months Ended September 30, 2008 and for the Year Ended December 31, 2007		10

2

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors
Grubb & Ellis Apartment REIT, Inc.

     We have audited the accompanying statement of revenues and certain expenses of Canyon Ridge Apartments, or the Property, for the year ended December 31, 2007. This statement of revenues and certain expenses is the responsibility of the Property’s management. Our responsibility is to express an opinion on the statement of revenues and certain expenses based on our audit.

     We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and certain expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues and certain expenses, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenues and certain expenses. We believe that our audit provides a reasonable basis for our opinion.

     The accompanying statement of revenues and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, as described in Note 1 to the statement of revenues and certain expenses and is not intended to be a complete presentation of the Property’s revenues and expenses.

     In our opinion, the statement of revenues and certain expenses presents fairly, in all material respects, the revenues and certain expenses as described in Note 1 to the statement of revenues and certain expenses of Canyon Ridge Apartments for the year ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

/s/ KMJ Corbin & Company LLP

KMJ Corbin & Company LLP

Irvine, California
September 25, 2008

3

CANYON RIDGE APARTMENTS

STATEMENTS OF REVENUES AND CERTAIN EXPENSES
For the Six Months Ended June 30, 2008 (Unaudited) and
for the Year Ended December 31, 2007

	Six Months Ended		Year Ended
	June 30, 2008		December 31, 2007
Revenues:
Rental and other property revenue	$	1,991,000	$	3,494,000
Certain expenses:
Grounds and building maintenance		234,000		439,000
Real estate taxes		236,000		463,000
Electricity, water and gas utilities		80,000		187,000
Property management fees		70,000		122,000
Insurance		25,000		50,000
General and administrative		228,000		437,000
Total certain expenses		873,000		1,698,000
Revenues in excess of certain expenses	$	1,118,000	$	1,796,000

The accompanying notes are an integral part of these statements of revenues and certain expenses.

4

CANYON RIDGE APARTMENTS

NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES
For the Six Months Ended June 30, 2008 (Unaudited) and
for the Year Ended December 31, 2007

NOTE 1 — ORGANIZATION AND BASIS OF PRESENTATION

   Organization

     The accompanying statements of revenues and certain expenses include the operations of Canyon Ridge Apartments, or the Property, located in Hermitage, Tennessee. The Property is a 350-unit residential apartment complex and was approximately 92.6% leased as of December 31, 2007.

   Basis of Presentation

     The accompanying statements of revenues and certain expenses have been prepared for the purpose of complying with the provisions of Article 3-14 of Regulation S-X promulgated by the Securities and Exchange Commission, or the SEC, which requires certain information with respect to real estate operations to be included with certain filings with the SEC. The statements of revenues and certain expenses include the historical revenues and certain operating expenses of the Property, exclusive of items which may not be comparable to the proposed future operations of the Property. Material amounts that would not be directly attributable to future operating results of the Property are excluded, and therefore, the statements of revenues and certain expenses are not intended to be a complete presentation of the Property’s revenues and expenses. Items excluded consist of interest expense, depreciation and amortization and federal and state income taxes.

     The accompanying statements of revenues and certain expenses are not representative of the actual operations for the periods presented, as certain expenses that may not be comparable to the expenses expected to be incurred by Grubb & Ellis Apartment REIT, Inc. in the future operations of the Property have been excluded.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Revenue Recognition

     The Property leases multi-family residential apartments under operating leases generally with terms of one year or less. Rent and other property revenue is recorded when due from residents and is recognized monthly as it is earned. Other property revenue consists primarily of utility rebillings, other expense reimbursements, administrative, application and other fees charged to residents.

   Repairs and Maintenance

     Repairs and maintenance costs are expensed as incurred, while significant improvements, renovations and replacements are capitalized.

   Use of Estimates

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and certain expenses during the reporting period. Actual results could differ materially from those estimates.

   Unaudited Interim Information

     The statement of revenues and certain expenses for the six months ended June 30, 2008 is unaudited. In the opinion of management, such financial statement reflects all adjustments necessary for a fair presentation of the results of the interim period. All such adjustments are of a normal recurring nature.

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CANYON RIDGE APARTMENTS

NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES — (Continued)

NOTE 3 — PROPERTY MANAGEMENT FEES

     Monthly fees for property management services are 3.5% of gross income. For the six months ended June 30, 2008 (unaudited) and for the year ended December 31, 2007, the Property incurred expenses of $70,000 and $122,000, respectively, related to property management fees.

NOTE 4 — COMMITMENTS AND CONTINGENCIES

   Litigation

          The Property may be subject to legal claims in the ordinary course of business as a property owner. Management believes that the ultimate settlement of any potential claims will not have a material impact on the Property’s results of operations.

   Environmental Matters

          In connection with the ownership and operation of real estate, the Property may be potentially liable for costs and damages related to environmental matters. The Property has not been notified by any governmental authority of any non-compliance, liability or other claim, and management is not aware of any other environmental condition that it believes will have a material adverse effect on the Property’s results of operations.

   Other Matters

          Other commitments and contingencies include the usual obligations of a real estate property in the normal course of business. In the opinion of management, these matters are not expected to have a material adverse effect on the Property’s financial position and/or results of operations.

NOTE 5 — SUBSEQUENT EVENT

     On September 15, 2008, Grubb & Ellis Apartment REIT, Inc., through its subsidiary, purchased the Property for a purchase price of $36,050,000, plus closing costs.

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Grubb & Ellis Apartment REIT, Inc.

Unaudited Pro Forma Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2008 and for the Year Ended December 31, 2007

     The unaudited pro forma condensed consolidated financial statements (including notes thereto) are qualified in their entirety by reference to and should be read in conjunction with our September 30, 2008 Quarterly Report on Form 10-Q and December 31, 2007 Annual Report on Form 10-K. In management’s opinion, all adjustments necessary to reflect the transactions have been made.

     The accompanying unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2008 and for the year ended December 31, 2007 are presented as if we acquired The Park at Northgate Apartments, or the Northgate property, The Residences at Braemar Apartments, or the Braemar property, Baypoint Resort Apartments, or the Baypoint property, Towne Crossing Apartments, or the Towne Crossing property, Villas of El Dorado, or the El Dorado property, The Myrtles at Olde Towne, or the Myrtles property, The Heights at Olde Towne, or the Heights property, Arboleda Apartments, or the Arboleda property, Creekside Crossing, or the Creekside property, Kedron Village, or the Kedron property, and Canyon Ridge Apartments, or the Canyon Ridge property, or collectively the Properties, and obtained the Wachovia Loan on January 1, 2007. The Properties were acquired using a combination of debt financing and proceeds, net of offering costs, received from our initial public offering through the acquisition date at $10.00 per share. In some cases, we secured debt financing on a property subsequent to acquisition. However, the pro forma adjustments assume that the debt proceeds and offering proceeds were raised as of January 1, 2007.

     An unaudited pro forma condensed consolidated balance sheet as of September 30, 2008 is not presented as the effect of the Properties is fully reflected in our historical consolidated balance sheet as of September 30, 2008.

     The accompanying unaudited pro forma condensed consolidated financial statements are unaudited and are subject to a number of estimates, assumptions, and other uncertainties, and do not purport to be indicative of the actual results of operations that would have occurred had the acquisitions reflected therein in fact occurred on the dates specified, nor do such financial statements purport to be indicative of the results of operations that may be achieved in the future. In addition, the unaudited pro forma condensed consolidated financial statements include pro forma allocations of the purchase price of the Properties based upon preliminary estimates of the fair value of the assets acquired and liabilities assumed in connection with the acquisitions and are subject to change.

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Grubb & Ellis Apartment REIT, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 2008

							Q1 2008			Q2 2008
				2007 Previously			Previously			Previously			Acquisition of
	Company			Reported			Reported			Reported			Canyon Ridge			Company
	Historical (A)			Transactions (B)			Transaction (C)			Transactions (D)			Property (E)			Pro Forma
Revenues:
Rental income and other property revenue	$	22,457,000		$	—		$	715,000		$	2,863,000		$	2,823,000		$	28,858,000
Expenses:
Rental expenses		11,484,000			—			384,000			943,000			1,223,000	(F)		14,034,000
General and administrative		3,453,000			—			130,000			395,000			280,000	(G)		4,258,000
Depreciation and amortization		8,283,000			(1,139,000	)		(135,000	)		569,000			937,000	(H)		8,515,000
Total expenses		23,220,000			(1,139,000	)		379,000			1,907,000			2,440,000			26,807,000
(Loss) income before other income (expense):		(763,000	)		1,139,000			336,000			956,000			383,000			2,051,000
Other income (expense):
Interest expense (including amortization of deferred financing costs and debt discount):
Interest expense related to unsecured note payables to affiliate		(104,000	)		—			—			(89,000	)		(191,000)	(I)		(384,000	)
Interest expense related to mortgage loan payables and line of credit		(8,303,000	)		—			(311,000	)		(1,227,000	)		(1,313,000)	(I)		(11,154,000	)
Interest and dividend income		20,000			—			—			1,000			—			21,000
(Loss) income before minority interest		(9,150,000	)		1,139,000			25,000			(359,000	)		(1,121,000	)		(9,466,000	)
Minority interest		1,000			—			—			—			—			1,000
(Loss) income from continuing operations	$	(9,149,000	)	$	1,139,000		$	25,000		$	(359,000	)	$	(1,121,000	)	$	(9,465,000	)
Loss from continuing operations per share — basic and diluted	$	(0.80	)													$	(0.71	)
Weighted average number of common shares outstanding — basic and diluted		11,417,294															13,253,405	(J)

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

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Grubb & Ellis Apartment REIT, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2007

							Q1 2008			Q2 2008
				2007 Previously			Previously			Previously			Acquisition of
	Company			Reported			Reported			Reported			Canyon Ridge			Company
	Historical (K)			Transactions (L)			Transaction (M)			Transactions (N)			Property (O)			Pro Forma
Revenues:
Rental income and other property revenue	$	12,705,000		$	13,008,000		$	1,632,000		$	5,810,000		$	3,494,000		$	36,649,000
Expenses:
Rental expenses		6,223,000			7,431,000			1,346,000			2,382,000			1,681,000	(P)		19,063,000
General and administrative		2,383,000			914,000			226,000			426,000			281,000	(Q)		4,230,000
Depreciation and amortization		5,385,000			4,969,000			1,206,000			2,605,000			1,908,000	(R)		16,073,000
Total expenses		13,991,000			13,314,000			2,778,000			5,413,000			3,870,000			39,366,000
(Loss) income before other income (expense):		(1,286,000	)		(306,000	)		(1,146,000	)		397,000			(376,000	)		(2,717,000	)
Other income (expense):
Interest expense (including amortization of deferred financing costs and debt discount):
Interest expense related to unsecured note payables to affiliate		(204,000	)		(1,218,000	)		—			(183,000	)		(269,000)	(S)		(1,874,000	)
Interest expense related to mortgage loan payables and line of credit		(4,182,000	)		(5,588,000	)		(2,409,000	)		(3,744,000	)		(1,871,000)	(S)		(17,794,000	)
Interest and dividend income		91,000			—			—			—			—			91,000
Other income, net		2,000			—			—			—			—			2,000
Loss from continuing operations	$	(5,579,000	)	$	(7,112,000	)	$	(3,555,000	)	$	(3,530,000	)	$	(2,516,000	)	$	(22,292,000	)
Loss from continuing operations per share — basic and diluted	$	(1.10	)													$	(1.70	)
Weighted average number of common shares outstanding — basic and diluted		5,063,942															13,088,765	(T)

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

9

Grubb & Ellis Apartment REIT, Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2008 and for the Year Ended December 31, 2007

1.  Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2008

     (A) As reported in our September 30, 2008 Quarterly Report on Form 10-Q.

     (B) Amounts represent the pro forma adjustments to depreciation and amortization for the nine months ended September 30, 2008 of the Northgate property, the Braemar property, the Baypoint property, the Towne Crossing property, the El Dorado property, the Myrtles property and the Heights property (properties acquired during the year ended December 31, 2007) as if these assets had been acquired as of January 1, 2007.

     (C) Amounts represent the estimated operations, including pro forma adjustments, based on historical operations of the Arboleda property (transaction during the three months ended March 31, 2008 that was previously reported) as if the asset had been acquired as of January 1, 2007.

     (D) Amounts represent the estimated operations, including pro forma adjustments, based on historical operations of the Creekside property and the Kedron property (transactions during the three months ended June 30, 2008 that were previously reported) as if these assets had been acquired as of January 1, 2007.

     (E) Amounts represent the estimated operations, including pro forma adjustments, based on historical operations of the Canyon Ridge property for the nine months ended September 30, 2008.

     (F) Pursuant to our advisory agreement, an affiliate of our advisor is entitled to receive, for its services in managing our properties, a monthly property management fee of up to 4.0% of the gross cash receipts of the property. The historical rates varied. As a result, the amount reflects property management fees reflective of our current advisory agreement.

     Also, adjustments were made for an incremental property tax expense assuming the acquisition price and historical property tax rate.

     (G) Pursuant to our advisory agreement, an affiliate of our advisor is entitled to receive a monthly asset management fee calculated at one-twelfth of 1.0% of average invested assets, calculated as of the close of business on the last day of each month, subject to our stockholders receiving annualized distributions in an amount equal to at least 5.0% per annum on average invested capital. The asset management fee is calculated monthly not to exceed one-twelfth of 1.0% of the average invested assets as of the last day of the immediately preceding quarter. At the time of the acquisition of the Canyon Ridge property, the stockholders had received annualized distributions greater than 5.0% per annum. As such, we assumed an asset management fee was incurred for the nine months ended September 30, 2008.

     (H) Depreciation expense on the portion of the purchase price allocated to building is recognized using the straight-line method and a 40 year life. Depreciation expense on the portion of the purchase price allocated to land improvements is recognized using the straight-line method over the average remaining useful life of approximately 6 years. Depreciation expense on the portion of the purchase price allocated to furniture, fixtures and equipment is recognized using the straight-line method and an estimated average useful life of 9 years. Amortization for in place leases is recognized using the straight-line method over the average remaining lease term of 7 months. Amortization expense on intangible tenant relationships is recognized using the straight-line method over an estimated useful life of 7 months.

     The purchase price allocations, and therefore depreciation and amortization expense, are preliminary and are subject to change.

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Grubb & Ellis Apartment REIT, Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements — (Continued)

     (I) We assumed the Canyon Ridge property was financed through a 7-year, secured loan of $24,000,000, $7,300,000 in borrowings under a loan with Wachovia, $5,400,000 in borrowings under a fixed rate, 4.99% per annum unsecured loan from NNN Realty Advisors, Inc. and the net proceeds from the issuance of approximately 103,987 shares of our common stock from our initial public offering. As such, this amount represents interest expense, and the amortization of the corresponding loan fees, on such debt instruments. The mortgage loan payable and the loan with Wachovia bear interest at a variable rate. If interest rates increase by 0.125%, interest expense would increase by $34,000 for the nine months ended September 30, 2008.

     (J) Represents the weighted average number of shares of common stock from our initial public offering required to generate sufficient offering proceeds to fund the transactions. The calculation assumes the transactions occurred on January 1, 2007.

2.  Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2007

     (K) As reported in our December 31, 2007 Annual Report on Form 10-K.

     (L) Amounts represent the estimated operations, including pro forma adjustments, based on historical operations from January 1, 2007 through the acquisition date of the Northgate property, the Braemar property, the Baypoint property, the Towne Crossing property, the El Dorado property, the Myrtles property and the Heights property (properties acquired during the year ended December 31, 2007 that were previously reported) as if these assets had been acquired as of January 1, 2007.

     (M) Amounts represent the estimated operations, including pro forma adjustments, based on historical operations of the Arboleda property (transaction during the three months ended March 31, 2008 that was previously reported) as if the asset had been acquired as of January 1, 2007.

     (N) Amounts represent the estimated operations, including pro forma adjustments, based on historical operations of the Creekside property and the Kedron property (transactions during the three months ended June 30, 2008 that were previously reported) as if these assets had been acquired as of January 1, 2007.

     (O) Amounts represent the estimated operations, including pro forma adjustments, based on historical operations of the Canyon Ridge property for the year ended December 31, 2007.

     (P) Pursuant to our advisory agreement, an affiliate of our advisor is entitled to receive, for its services in managing our properties, a monthly property management fee of up to 4.0% of the gross cash receipts of the property. The historical rates varied. As a result, the amount reflects property management fees reflective of our current advisory agreement.

     Also, adjustments were made for an incremental property tax expense assuming the acquisition price and historical property tax rate.

     (Q) Pursuant to our advisory agreement, an affiliate of our advisor is entitled to receive a monthly asset management fee calculated at one-twelfth of 1.0% of average invested assets, calculated as of the close of business on the last day of each month, subject to our stockholders receiving annualized distributions in an amount equal to at least 5.0% per annum on average invested capital. The asset management fee is calculated monthly not to exceed one-twelfth of 1.0% of the average invested assets as of the last day of the immediately preceding quarter. At the time of the acquisition of the Canyon Ridge property, the stockholders had received annualized distributions greater than 5.0% per annum. As such, an asset management fee was incurred for the year ended December 31, 2007.

     (R) Depreciation expense on the portion of the purchase price allocated to building is recognized using the straight-line method and a 40 year life. Depreciation expense on the portion of the purchase price allocated to land improvements is recognized using the straight-line method over the average remaining useful life of approximately 6 years. Depreciation expense on the portion of the purchase price allocated to furniture, fixtures and equipment is recognized using the straight-line method and an estimated average useful life of approximately 9 years.

11

Grubb & Ellis Apartment REIT, Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements — (Continued)

Amortization for in place leases is recognized using the straight-line method over the average remaining lease term of 7 months. Amortization expense on intangible tenant relationships is recognized using the straight-line method over an estimated useful life of 7 months.

     The purchase price allocations, and therefore depreciation and amortization expense, are preliminary and are subject to change.

     (S) We assumed the Canyon Ridge property was financed using debt instruments as noted above in note (I). As such, this amount represents interest expense, and the amortization of the corresponding loan fees, on such debt instruments. The mortgage loan payable and the loan with Wachovia bear interest at a variable rate. If interest rates increase by 0.125%, interest expense would increase by $40,000 for the year ended December 31, 2007.

     (T) Represents the weighted average number of shares of common stock from our initial public offering required to generate sufficient offering proceeds to fund the transactions. The calculation assumes the transactions occurred on January 1, 2007.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Grubb & Ellis Apartment REIT, Inc.
Date: November 26, 2008	By:	/s/ Stanley J. Olander, Jr.
		Name:	Stanley J. Olander, Jr.
		Title:    Chief Executive Officer and President

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