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

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): ~~March~~April 269, 2010

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


Maryland	0-50261	26-6199755
_____________________ (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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 17.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

On ~~March~~or 26about April 9, 2010, we, ~~through~~distributed ~~GREIT-Pacific~~a ~~Place,~~letter ~~LP,~~to our ~~wholly owned subsidiary~~beneficiaries, ~~entered into a purchase and sale agreement,~~ or the ~~Agreement,~~Beneficiary ~~with Boxer F2~~Letter, ~~L.P.,~~regarding anour ~~unaffiliated~~Annual ~~third~~Report ~~party,~~on orForm ~~the~~10- ~~Buyer,~~K for the ~~sale~~fiscal ofyear ~~Pacific~~ended ~~Place,~~December ~~located at 1910 Pacific Avenue~~31, ~~Dallas, Texas, or the Pacific Place property, for a sale price of $5,300,000, plus closing costs~~2009. ~~The~~A ~~material~~copy ~~terms~~ of the ~~Agreement~~Beneficiary ~~provide for: (i) an initial deposit from the Buyer in the amount of $200~~Letter,~~000~~ ~~that~~which ~~funded~~is ~~immediately~~hereby ~~upon~~incorporated ~~execution~~into ofthis ~~the~~filing ~~Agreement and shall be credited to the purchase price of the property and is non-refundable except~~ in limited circumstances; (ii) an inspection period that expires three business days after the execution date of the Agreement during which time the Buyer can terminate the Agreement at any time within the period by delivering written notice to us; (iii) a title review period that expires 10 business days after the execution date of the Agreement during which time the Buyer may terminate the Agreement for non-permitted encumbrances subject to our ability to cure, remove or insure against such encumbrances; (iv) Buyer’s right to either terminate the Agreement or elect to proceed with the purchase of the property within five business days of its ~~receipt of written notification from us stating that there has been damage or destruction to the property exceeding $250~~entirety,~~000~~ ~~and~~is ~~upon~~attached ~~such occurrence, agreement~~ to ~~assign~~this ~~any~~Current ~~insurance~~Report ~~proceeds or condemnation awards to the Buyer at the closing; and (v) a closing date for the sale of the property that shall occur~~ on orForm ~~before~~8-K ~~the~~as ~~30th~~Exhibit ~~business day following the end of the inspection period~~99. 1.The ~~Agreement~~information ~~also~~furnished ~~contains~~under ~~additional~~this ~~covenants,~~Item ~~representations~~7.01 ~~and warranties that are customary~~ of ~~real~~this ~~estate~~Current ~~purchase~~Report ~~and sale agreements. The inspection period expired~~ on ~~March~~Form 318-K, ~~2010~~including ~~and~~Exhibit ~~we did not receive a written termination from the Seller, therefore, the Buyer has waived its right to terminate the Agreement prior to the end of the inspection period~~99. ~~On March 31~~1, ~~2010,~~shall wenot ~~sent~~be ~~notice~~deemed to ~~the~~be ~~Buyer~~"filed" ~~that~~for the ~~Pacific~~purposes ~~Place property had recently suffered water damage in excess~~ of ~~$250,000.~~Section As18 ~~a result, the Buyer has five business days from its receipt~~ of ~~our notification to either elect to proceed with~~ the ~~purchase~~Securities ofand ~~the~~Exchange ~~Pacific~~Act Place property or to terminate the Agreement. We are currently working with our insurance company to assign our right to any insurance proceeds payable to us from this incident to the Buyer upon closing. The closing is expected to occur during the second quarter of ~~2010; however~~1934, weas ~~can provide no assurance that we will be able to complete the sale of the Pacific Place property in the anticipated timeframe~~amended, or atotherwise ~~all.~~subject ~~Pursuant~~ to ~~a separate agreement that we entered into with a real estate broker of Grubb & Ellis Company,~~ the ~~parent~~liabilities ~~company~~ of ~~our~~that ~~advisor, Grubb & Ellis Realty Investors, LLC, we anticipate paying a customary fee as a commission for its real estate brokerage services upon closing of the sale of the Pacific Place property~~section.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 G REIT Liquidating Trust Beneficiary Letter, dated April 9, 2010

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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.

	G REIT Liquidating Trust
April 1, 2010	By:	/s/ Michael J. Rispoli
April 9, 2010	By:	/s/ Gary T. Wescombe
		Name: Michael J. Rispoli
		Name: Gary T. Wescombe
		Title: Authorized Representative
		Title: Chairman of the Trustees

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Exhibit Index


Exhibit No.		Description

99.1		G REIT Liquidating Trust Beneficiary Letter, dated April 9, 2010

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