SC TO-I/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  ___________

                                  SCHEDULE TO/A

                TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR
             SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

                                (Amendment No. 4)

                                  ___________

                              GRUBB & ELLIS COMPANY
         (Name of Subject Company (issuer) and Filing Person (offeror))

                         COMMON STOCK, $0.01 PAR VALUE
                         (Title of Class of Securities)

                                    400095204
                                    400095105
                      (CUSIP Number of Class of Securities)

                             ROBERT J. WALNER, ESQ.
                   SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                              GRUBB & ELLIS COMPANY
                          2215 SANDERS ROAD, SUITE 400
                           NORTHBROOK, ILLINOIS 60062
                                 (847) 753-7500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and
                Communications on Behalf of the Filing Person(s))

                                    COPY TO:
                              SCOTT R. HABER, ESQ.
                                LATHAM & WATKINS
                        505 MONTGOMERY STREET, SUITE 1900
                         SAN FRANCISCO, CALIFORNIA 94111
                                 (415) 391-0600

                                  ___________


Check the appropriate boxes below to designate any transactions to which the
statement relates:

     [_]  third-party tender offer subject to Rule 14d-1

     [X]  issuer tender offer subject to Rule 13e-4

     [_]  going private transaction subject to Rule 13e-3

     [_]  amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer [_]


     This Amendment No. 4 to Tender Offer Statement on Schedule TO relates to
the offer by Grubb & Ellis Company, a Delaware corporation, to purchase up to
7,000,000 shares of its common stock, $0.01 par value, at a price of $7.00 per
share, net to the seller in cash, without interest. Grubb & Ellis Company's
offer is being made upon the terms and subject to the conditions set forth in
the Offer to Purchase dated December 15, 2000 and in the related Letter of
Transmittal, which, as amended or supplemented from time to time, together
constitute the offer.

     The information contained in Exhibit (a)(5)(v) is incorporated herein by
reference.

ITEM 12. EXHIBITS.


(a)(5)(v)     Press Release dated January 17, 2001. Any Internet addresses
              provided in this release are for information purposes only and
              are not intended to be hyperlinks. Accordingly, no information in
              any of these Internet addresses is included herein.




                                       2


                                   SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


Dated:  January 16, 2001               GRUBB & ELLIS COMPANY


                                       By: /s/   BRIAN D. PARKER
                                          -------------------------------------
                                                 Name:  Brian D. Parker
                                                 Title: Executive Vice President

                                       3


                                 EXHIBIT INDEX



Exhibit Number      Description
- --------------      -----------
(a)(5)(v)           Press Release dated January 17, 2001. Any Internet addresses
                    provided in this release are for information purposes only
                    and are not intended to be hyperlinks. Accordingly, no
                    information in any of these Internet addresses is included
                    herein.

EX-99.(A)(5)(V)

                                                            EXHIBIT 99.(a)(5)(v)

                         [LETTERHEAD OF GRUBB & ELLIS]
                                                                    News Release




FOR IMMEDIATE RELEASE                                   Contact:  Noeleen Colgan
                                                                  847.753.7594


        GRUBB & ELLIS COMPANY EXPECTS FISCAL SECOND QUARTER EARNINGS OF
         APPROXIMATELY $.33 PER SHARE, EXCLUDING NON-RECURRING CHARGES
             OF $.14 PER SHARE, UP FROM $.27 PER SHARE A YEAR AGO

      Company completes $55 million credit agreement that will fund stock
                                  repurchase


NORTHBROOK, Ill., - Jan. 17, 2001 -- Grubb & Ellis Company (NYSE: GBE) today
announced that it expects to report fiscal second quarter earnings of
approximately $.33 per diluted share, excluding non-recurring charges of $.14
per diluted share. Including the charges, fiscal second quarter earnings are
projected to be $.19 per diluted share. The Company said revenue growth was
approximately 20 percent for the quarter ended Dec. 31, 2000 over the same
period last year.

     On Dec. 4, the Company projected fiscal second quarter earnings of $.20 per
share. At that time, the Company said fiscal second quarter earnings would be
impacted by its strategic review process, including the write-off of certain
deferred costs associated with amending its credit facility. Those costs are
expected to reduce fiscal second quarter earnings by approximately $.04 per
diluted share. Additional fees and costs specifically related to the tender
offer will be charged directly to equity and have no impact on earnings.

     Fiscal 2001 second quarter earnings also will be affected by a charge of
approximately $2.2 million, or $.10 per diluted share, to write-off the
remaining goodwill associated with the April 1998 acquisition of the common
stock of White Commercial Real Estate, a real estate services firm in Hayward,
Calif. The Company believes that the future cash flows of this operation are
insufficient to support the carrying value of the goodwill. This charge was not
included in the Company's $.20 per share estimate.


                                  -- more --


GRUBB & ELLIS FISCAL SECOND QUARTER EXPECTATIONS; COMPANY COMPLETES $55 MILLION
CREDIT AGREEMENT
ADD ONE


     Grubb & Ellis expects to release fiscal second quarter earnings in
mid-February.

     The Company also announced it has entered into a $55 million amended and
restated credit agreement with its existing bank group.  The revised credit
facility is related to its previously announced tender offer for up to 7 million
shares of the Company's outstanding common stock at a price of $7 per share.

     The credit facility, which is led by Bank of America, N.A., is comprised of
a $40 million term loan with a five-year amortization and a $15 million
revolving credit facility.  Initial borrowings of $40 million will be made under
the term loan to effect the purchase of shares pursuant to the tender offer.  On
Jan. 11, the Company announced an extension of the tender offer to expire at 5
p.m., New York City time, Jan. 24, 2001 to allow stockholders to consider
updated earnings information.

Calendar Year 2001 Outlook

     The Company believes that real estate markets will soften moderately in
2001 due to an increase in sublease space, flattening rents and a decline in
leasing activity resulting from a slowing economy.  This scenario is expected to
create leasing opportunities for tenants who were shut out of the extremely
tight market last year, generating continued positive absorption of space
(though at a lower level) and maintaining an ongoing revenue base to support the
Company's transaction and advisory business.  As such, Grubb & Ellis expects its
earnings growth rate from operations to slow in calendar year 2001.  However,
reported earnings per share are projected to increase to approximately $1.00 per
diluted share primarily as a result of the combined effect of fewer shares
outstanding offset by higher interest expense incurred subsequent to the closing
of the tender offer.  The Company projects earnings before interest, taxes,
depreciation and amortization (EBITDA) growth in the range of 8 to 10 percent in
calendar year 2001.

                                    - more -


GRUBB & ELLIS FISCAL SECOND QUARTER EXPECTATIONS; COMPANY COMPLETES $55 MILLION
CREDIT AGREEMENT
ADD TWO

     Grubb & Ellis Company is one of the nation's largest commercial real estate
services firms.  Through its offices, affiliates and global strategic alliance
with Knight Frank, one of the leading property consulting firms in Europe,
Africa and Asia Pacific, the company provides a full range of real estate
services, including advisory, management and consultative services, to users and
investors worldwide.  With the collective resources of approximately 8,000
people in over 200 offices in 27 countries, Grubb & Ellis professionals arrange
the sale or lease of such business properties as industrial, retail and office
buildings, as well as the acquisition and disposition of multi-family and
hospitality properties and commercial land.  Major multiple-market clients have
a single point of contact through the firm's corporate and institutional units
for coordination of all of the firm's services as well as site selection,
feasibility studies, market forecasts and research.  For more information, visit
the company's website at www.grubb-ellis.com.


Editor's note:

Except for historical information, statements included in this announcement may
constitute forward-looking statements regarding, among other things, market
outlook, future revenue and cash flow (EBITDA) growth, earnings growth, earnings
per share, changes in expense levels, profitability of acquired companies and
effects on the company of changes in the real estate markets.  These statements
involve known and unknown risks, uncertainties and other factors that may cause
the company's actual results and performance in future periods to be materially
different from any future results or performance suggested by these statements.
Such factors which could adversely affect the company's ability to obtain these
results include, among other things: (i) the volume of transactions and prices
for real estate in the real estate markets generally; (ii) a general or regional
economic downturn that could create a recession in the real estate markets;
(iii) the company's increased debt level and ability to make principal and
interest payments; (iv) expenses or capital requirements related to initiatives,
investments in people, technology and service improvements; (v) the success of
new initiatives and investments; (vi) the ability of the company to integrate
acquired companies and assets; and (vii) other factors described in the
company's Form 10-K for the fiscal year ended June 30, 2000, filed with the SEC.

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