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

                                  SCHEDULE 13G

                               (Amendment No. 2)*

                  Metric Partners Growth Suite Investors, L.P.
                                (Name of Issuer)

                       Limited Partnership Assignee Units
                         (Title of Class of Securities)

                                   59-159T101
                                 (CUSIP Number)

                                December 31, 2000
             (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of section 18 of the securities exchange act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
notes).


Page 2 of 10 Pages


CUSIP No. 59-159T101

1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

         Madison Avenue Investment Partners, LLC
         13-3959673

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
         (a)
         (b)

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION:  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.       SOLE VOTING POWER:         1,207 Limited Partnership Assignee Units

6.       SHARED VOTING POWER:       1,207 Limited Partnership Assignee Units

7.       SOLE DISPOSITIVE POWER:    1,207 Limited Partnership Assignee Units

8.       SHARED DISPOSITIVE POWER:  1,207 Limited Partnership Assignee Units

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

         1,207 Limited Partnership Assignee Units

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
         [ ]

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):   2.01%

12.      TYPE OF REPORTING PERSON:  OO

CUSIP No. 59-159T101

1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

         First Equity Realty, LLC
         13-3827931


Page 3 of 10 Pages


2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
         (a)
         (b)

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION:   New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.       SOLE VOTING POWER:         0

6.       SHARED VOTING POWER:       1,207 Limited Partnership Assignee Units

7.       SOLE DISPOSITIVE POWER:    0

8.       SHARED DISPOSITIVE POWER:  1,207 Limited Partnership Assignee Units

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

         1,207  Limited Partnership Assignee Units

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
         [  ]

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):  2.01%

12.      TYPE OF REPORTING PERSON:  OO

CUSIP No. 59-159T101

1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

         The Harmony Group II, LLC
         13-3959664

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
         (a)
         (b)

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION:   Delaware


Page 4 of 10 Pages


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.       SOLE VOTING POWER:         0

6.       SHARED VOTING POWER        1,207 Limited Partnership Assignee Units

7.       SOLE DISPOSITIVE POWER:    0

8.       SHARED DISPOSITIVE POWER:  1,207 Limited Partnership Assignee Units

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

         1,207 Limited Partnership Assignee Units

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
         [  ]

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):  2.01%

12.      TYPE OF REPORTING PERSON:  OO

CUSIP No. 59-159T101

1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

         Ronald M. Dickerman
         ###-##-####

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
         (a)
         (b)

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION:   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.       SOLE VOTING POWER:         0

6.       SHARED VOTING POWER:       1,207 Limited Partnership Assignee Units

7.       SOLE DISPOSITIVE POWER:    0


Page 5 of 10 Pages


8.       SHARED DISPOSITIVE POWER:  1,207 Limited Partnership Assignee Units

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

         1,207 Limited Partnership Assignee Units

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
         [  ]

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):  2.01%

12.      TYPE OF REPORTING PERSON:  IN

CUSIP No. 59-159T101

1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

         Bryan E. Gordon
         ###-##-####

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
         (a)
         (b)

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION:   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.       SOLE VOTING POWER:         0

6.       SHARED VOTING POWER:       1,207 Limited Partnership Assignee Units

7.       SOLE DISPOSITIVE POWER:    0

8.       SHARED DISPOSITIVE POWER:  1,207 Limited Partnership Assignee Units

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

         1,207 Limited Partnership Assignee Units

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
         [  ]


Page 6 of 10 Pages


11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):  2.01%

12.      TYPE OF REPORTING PERSON:  IN

ITEM 1(A) NAME OF ISSUER:

The name of the Issuer is Metric Partners Growth Suite Investors, L.P. (the
"Issuer")

ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

The address of the Issuer's principal executive offices is One California
Street, San Francisco, California 94111-5415.

ITEM 2(A) NAME OF PERSONS FILING:

The names of the persons filing this Amendment No. 2 to Schedule 13G are Madison
Avenue Investment Partners, LLC, a Delaware limited liability company ("MAIP"),
First Equity Realty, LLC, a New York limited liability company ("First Equity"),
The Harmony Group II, LLC, a Delaware limited liability company ("Harmony
Group"), Ronald M. Dickerman and Bryan E. Gordon (collectively, the "Reporting
Persons"). MAIP is the controlling person of various entities which are the
nominee owners of, or the successors by merger to the assets of nominee owners
of, Units of Limited Partnership Assignee Interest (the "Units") of the Issuer.
These nominees, none of which beneficially own 5% or more of the Units, are
Madison Liquidity Investors 112, LLC, Madison/WP Partnership Value Fund I, LP,
Madison/WP Partnership Value Fund II, LP and Madison/WP Partnership Value Fund
III, LLC.

The controlling members of MAIP are Harmony Group, of which Bryan E. Gordon is
the Managing Member, and First Equity, of which Ronald M. Dickerman is the
Managing Member.

ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

The business address of MAIP, Harmony Group and Mr. Gordon is P.O. Box
7533, Incline Village, Nevada 89452. The business address for First Equity and
Mr. Dickerman is 410 Park Avenue, Suite 540, New York, New York 10022.

ITEM 2(C) CITIZENSHIP:

See Item 2(A) above. Each of Mr. Dickerman and Mr. Gordon is a citizen of
the United States of America.

ITEM 2(D) TITLE OF CLASS OF SECURITIES:

The title of the class of securities to which this Schedule relates is Limited
Partnership Assignee Units.


Page 7 of 10 Pages


ITEM 2(E)  CUSIP NUMBER: 59-159T101

ITEM 3.    IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B)
           OR (C), CHECK WHETHER THE PERSON FILING IS A:

(a)      []       Broker or dealer registered under Section 15 of the Act.

(b)      []       Bank as defined in Section 3(a)(6) of the Act.

(c)      []       Insurance company defined in Section 3(a)(19) of the Act.

(d)      []       Investment company registered under Section 8 of the
                  Investment Company Act.

(e)      []       An investment adviser in accordance with
                  Rule 13d-1(b)(1)(ii)(E).

(f)      []       An employee benefit plan or endowment fund in accordance with
                  Rule 13d-1(b)(1)(ii)(F).

(g)      []       A parent holding company or control person in accordance with
                  Rule 13d-1(b)(1)(ii)(G).

(h)      []       A savings association as defined in Section 3(b) of the
                  Federal Deposit Insurance Act.

(i)      []       A church plan that is excluded from the definition of an
                  investment company under Section 3(c)(14) of the Investment
                  Company Act of 1940;

(j)      []       Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

ITEM 4.   OWNERSHIP.

Aggregate number and percentage of the class of securities of the Issuer
identified in Item 1.

(a) Amount Beneficially Owned: The Reporting Persons beneficially own an
aggregate of 1,207 Units.

(b) Percent of Class: The Reporting Persons beneficially own 2.01% of the issued
and outstanding Units.

(c)  Number of shares as to which such persons have:

       (i)  Sole power to vote or to direct the vote:      1,207 Units

      (ii)  Shared power to vote or to direct the vote:    1,207 Units


Page 8 of 10 Pages


     (iii)  Sole power to dispose or to direct the disposition of: 1,207 Units

      (iv)  Shared power to dispose or to direct the disposition of: 1,207 Units

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [X].

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

See Item 2(A) above.

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
         ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

See Item 2(A) above. In accordance with Rule 13d-1(k), the
Reporting Persons have executed a Joint Filing Agreement annexed hereto as
Exhibit A.

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

ITEM 10. CERTIFICATIONS.

By signing below, the undersigned hereby certify that, to the best of their
respective knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.


Page 9 of 10 Pages


SIGNATURE

After reasonable inquiry and to the best of their respective knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete, and correct.

Dated:  February 14, 2001

MADISON AVENUE INVESTMENT PARTNERS, LLC
BY:  FIRST EQUITY REALTY, LLC (MEMBER)

By:    /s/ Ronald M. Dickerman
       -----------------------
       Ronald M. Dickerman, Managing Director

FIRST EQUITY REALTY, LLC

By:    /s/ Ronald M. Dickerman
       -----------------------
       Ronald M. Dickerman, Managing Director

THE HARMONY GROUP II, LLC

By:    /s/ Bryan E. Gordon
       -------------------
       Bryan E. Gordon, Managing Director

/s/  Ronald M. Dickerman
- ------------------------
Ronald M. Dickerman

/s/  Bryan E. Gordon
- --------------------
Bryan E. Gordon


Page 10 of 10 Pages


                                    Exhibit A

                             JOINT FILING AGREEMENT

The undersigned hereby agree that this Amendment No. 2 to Schedule 13G with
respect to the Limited Partnership Assignee Units of Metric Partners Growth
Suite Investors, L.P., dated February 14, 2001 is, and any further amendments
thereto signed by each of the undersigned shall be, filed on behalf of each of
the undersigned pursuant to and in accordance with the provisions of Rule
13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated as of:  February 14, 2001

MADISON AVENUE INVESTMENT PARTNERS, LLC
BY:  FIRST EQUITY REALTY, LLC (MEMBER)

By:    /s/ Ronald M. Dickerman
       -----------------------
       Ronald M. Dickerman, Managing Director

FIRST EQUITY REALTY, LLC

By:    /s/ Ronald M. Dickerman
       -----------------------
       Ronald M. Dickerman, Managing Director

THE HARMONY GROUP II, LLC

By:    /s/ Bryan E. Gordon
       -------------------
       Bryan E. Gordon, Managing Director

/s/  Ronald M. Dickerman
- ------------------------
Ronald M. Dickerman

/s/  Bryan E. Gordon
- --------------------
Bryan E. Gordon