UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Washington~~ WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~ Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange ~~April~~Act ~~30,~~of ~~2010~~1934

GDate ~~REIT~~of ~~LIQUIDATING~~Report ~~TRUST~~ (~~Exact~~Date ~~name~~ of ~~registrant~~Earliest asEvent ~~specified~~Reported): inJune ~~its~~1, ~~charter)~~ 2010

Maryland		0-50261		26-6199755
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

G REIT Liquidating Trust
__________________________________________
(Exact name of registrant as specified in its charter)

1551 N. Tustin Avenue, Suite 300,Santa Ana, California		92705
Maryland	0-50261	26-6199755
(Address of Principal Executive Offices)		(Zip Code)
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1551 N. Tustin Avenue, Suite 200, Santa Ana, California		92705
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

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))

1 Top of the Form

Item 1 7.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

On or about June 1, 2010, we distributed a letter to our beneficiaries, or the Beneficiary Letter, regarding the payment of a special liquidating distribution to our beneficiaries and other matters related to distributions. A copy of the Beneficiary Letter, which is hereby incorporated into this filing in its entirety, is attached to this Current Report on Form 8-K as Exhibit 99.1.The information ~~reported~~furnished inunder this Item 2 7.01 of this Current Report on Form 8-K, isincluding ~~incorporated~~Exhibit ~~herein~~99.1, ~~by reference~~shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 2.01 Completion of Acquisition and Disposition of Assets.

As previously disclosed in our Current Report on Form 8-K filed on April 1, 2010, we, through GREIT-Pacific Place, LP, our wholly owned subsidiary, entered into a purchase and sale agreement, or the Agreement, with Boxer F2, L.P., an unaffiliated third party, or the Buyer, for the sale of Pacific Place, located at 1910 Pacific Avenue, Dallas, Texas, or the Pacific Place property, for a sales price of $5,300,000.

On April 30, 2010, we entered into an amendment to the Agreement, or the First Amendment, with the Buyer. The material terms of the First Amendment provide for an extension of the closing date to May 5, 2010, or such earlier time as we and the Buyer may have agreed upon.

On May 3, 2010, we entered into an agreement and assignment of proceeds with the Buyer in connection with water damage incurred at the property, whereby we have agreed to assign any insurance proceeds payable to us for the water damage incurred at the property, net of the amount we have paid for water extraction performed by an unaffiliated third party.

On May 3, 2010, we sold the Pacific Place property to the Buyer, for a sales price of $5,300,000. Our net cash proceeds were $5,088,000 after payment of closing costs and other transaction expenses. Pursuant to a separate agreement that we entered into with a real estate broker of Grubb & Ellis Company, the parent company of Grubb & Ellis Realty Investors, LLC, our advisor, we paid a sales commission of approximately $98,000, or 1.8% of the sales price, for real estate brokerage services. Our advisor waived the disposition fee it was entitled to receive in connection with the sale of the Pacific Place property, therefore, we did not pay a disposition fee to our advisor.

Item 9.01 Financial Statements and Exhibits.

(bd) ~~Pro forma financial information~~Exhibits.99.1 ~~The~~G ~~pro~~REIT ~~forma~~Liquidating ~~financial~~Trust ~~information~~Beneficiary ~~required~~Letter, asdated ~~part~~June of1, ~~this item is being provided below as follows:~~2010

~~INDEX~~ Top TOof ~~THE~~the ~~PRO FORMA FINANCIAL STATEMENTS~~Form

	I.		Unaudited Pro Forma Condensed Consolidated Statement of Net Assets as of December 31, 2009 (Liquidation Basis)
	II.		Unaudited Pro Forma Condensed Consolidated Statement of Changes in Net Assets for the Year Ended December 31, 2009 (Liquidation Basis)

G REIT LIQUIDATING TRUST PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only, and are not necessarily indicative of the results of operations of future periods or the results that would have been realized had the Pacific Place property been disposed of by us as of the dates set forth below. The 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 historical consolidated financial statements included in our December 31, 2009 Annual Report on Form 10-K. In our opinion, all adjustments necessary to reflect the transactions have been made.

The accompanying unaudited pro forma condensed consolidated statement of net assets as of December 31, 2009 (liquidation basis) is presented as if the disposition of the Pacific Place property had occurred on December 31, 2009.

The accompanying unaudited pro forma condensed consolidated statement of changes in net assets for the year ended December 31, 2009 (liquidation basis) is presented as if the disposition of the Pacific Place property had occurred on January 1, 2009.

The accompanying 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 dispositions 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.

G REIT LIQUIDATING TRUST PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF NET ASSETS As of December 31, 2009 (Unaudited — Liquidation Basis)

	Company		Sale of Pacific Place			Company
	Historical(A)		Property(B)			Pro Forma
ASSETS
Real estate investments:
Real estate held for sale	$	28,856,000	$	(5,112,000	)	$	23,744,000
Investment in unconsolidated real estate		1,619,000		—			1,619,000
		30,475,000		(5,112,000	)		25,363,000
Cash and cash equivalents		5,842,000		4,946,000			10,788,000
Accounts receivable, net		1,617,000		—			1,617,000
Related party receivables		5,338,000		—			5,338,000
Asset for estimated receipts in excess of estimated costs during liquidation		424,000		1,151,000			1,575,000
Total assets		43,696,000		985,000			44,681,000
LIABILITIES
Accounts payable and accrued liabilities		2,598,000		(222,000	)		2,376,000
Related party payables		146,000		—			146,000
Security deposits and prepaid rent		443,000		—			443,000
Total liabilities		3,187,000		(222,000	)		2,965,000
Commitments and contingencies		—		—			—
Net assets in liquidation	$	40,509,000	$	1,207,000		$	41,716,000	(D)

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

G REIT LIQUIDATING TRUST PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS For the Year Ended December 31, 2009 (Unaudited — Liquidation Basis)

	Company			Sale of Pacific Place			Company
	Historical(A)			Property(C)			Pro Forma
Net assets in liquidation, beginning of period	$	60,909,000		$	(1,139,000	)	$	59,770,000
Changes in net assets in liquidation:
Changes to asset for estimated receipts in excess of estimated costs during liquidation:
Operating income		(925,000	)		(991,000	)		(1,916,000	)
Distributions received from unconsolidated property		(208,000	)		—			(208,000	)
Payments of liquidation costs and other amounts		2,410,000			(4,000	)		2,406,000
Change in estimated receipts in excess of estimated costs during liquidation		2,083,000			(528,000	)		1,555,000
Change in asset for estimated receipts in excess of estimated costs during liquidation		3,360,000			(1,523,000	)		1,837,000
Change in fair value of assets and liabilities:
Change in fair value of real estate investments		(17,871,000	)		2,672,000			(15,199,000	)
Change in assets and liabilities due to activity in liability for estimated costs in excess of estimated receipts during liquidation		(1,277,000	)		995,000			(282,000	)
Net decrease in fair value		(19,148,000	)		3,667,000			(15,481,000	)
Liquidating distributions to beneficiaries		(4,612,000	)		—			(4,612,000	)
Change in net assets in liquidation		(20,400,000	)		2,144,000			(18,256,000	)
Net assets in liquidation, end of period	$	40,509,000		$	1,005,000		$	41,514,000	(D)

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

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of and For the Year Ended December 31, 2009

The unaudited pro forma condensed consolidated financial statements have been adjusted as discussed in the notes below.

(A) As reported in our December 31, 2009 Annual Report on Form 10-K.

(B) Adjustments have been made for the sale of the Pacific Place property to an unaffiliated third party for $5,300,000 and, therefore, our real estate held for sale would have been decreased by the amount related to the Pacific Place property. Also, our cash balance would have increased by the pro forma amount of the net proceeds received upon sale of $4,946,000, which reflects the payment of closing costs of $140,000 and prorations for property taxes of $214,000. The pro forma net proceeds received as if the disposition had occurred on December 31, 2009 differs from the actual amount of net proceeds received upon sale due to an adjustment to the property tax proration. Additionally, our net asset for estimated receipts in excess of estimated costs during liquidation would have increased by $1,151,000 as a result of the removal of the liability for estimated costs in excess of estimated receipts during liquidation related to the Pacific Place property. The property had a liability balance as of December 31, 2009 as a result of the building being vacant and, thus, having no estimated receipts during liquidation while it would continue to incur costs.

(C) These adjustments reflect the elimination of the changes in net assets in liquidation attributable to the Pacific Place property, as if the disposition occurred on January 1, 2009. The pro forma results include the estimated net sales proceeds as if the disposition closed on January 1, 2009.

(D) The unaudited pro forma condensed consolidated statement of changes in net assets for the year ended December 31, 2009 is presented as if the disposition of the Pacific Place property had occurred on January 1, 2009. The unaudited pro forma condensed consolidated statement of net assets as of December 31, 2009 is presented as if the disposition of the Pacific Place property had occurred on December 31, 2009. As such, there is a difference in the net assets in liquidation as of December 31, 2009 between these two statements.

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.

	G REIT LIQUIDATING TRUST
		G REIT Liquidating Trust
May 6, 2010	By:	/s/ Gary T. Wescombe
June 1, 2010		By:		/s/ Andrea R. Biller
		Name:	Gary T. Wescombe
				Name: Andrea R. Biller
		Title:	Chairman of the Trustees
				Title: Authorized Representative

Top of the Form

Exhibit Index


Exhibit No.		Description

99.1		G REIT Liquidating Trust Beneficiary Letter, dated June 1, 2010

Filing Compare · G REIT Liquidating Trust