8-K

 
                                   FORM 8-K



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                 CURRENT REPORT



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


                                  June 24, 1998
                                  -------------
                                 Date of Report
                        (Date of earliest event reported)



                  Metric Partners Growth Suite Investors, L.P.
                  --------------------------------------------
                          (Exact name of registrant as
                            specified in its charter)




          0-17660                 California                94-3050708
          -------                 ----------                ----------
       (Registration            (State or Other            (IRS Employer
           File                 Jurisdiction of           Identification       
          Number)               Incorporation)                Number)






           One California Street, San Francisco, California 94111-5415
           -----------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


               Registrant's telephone number, including area code:

                                 (415) 678-2000

                     (800) 347-6707 Wats line for all states






ITEM 5.        OTHER EVENTS

This letter from Registrant to investors dated June 24, 1998,  filed herewith as
Exhibit 20.4 is hereby incorporated by reference.

ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS

(c)   Exhibits:

      20.4     Letter dated June 24, 1998 from Registrant to its investors.






                                    SIGNATURE
                                    ---------

     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, thereunto duly authorized.

                    METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,
                    a California Limited Partnership

                                By:     Metric Realty
                                        an Illinois general partnership
                                        its Managing General Partner


                                By:     SSR Realty Advisors, Inc.
                                        a Delaware corporation
                                        its managing general partner

                                By:     /s/ William A. Finelli
                                        ----------------------
                                        William A. Finelli
                                        Managing Director, Principal Financial
                                        and Accounting Officer of
                                        SSR Realty Advisors, Inc.


                                Date:   June 25, 1998
                                        -------------

EX-20

June 24, 1998

To:  The Investors in Metric Partners Growth Suite Investors, L.P. ("GSI" or the
     "Partnership")

RE:  Important Information Concerning Resale Transactions for 1998

Dear Investor:

On June 24,  1998,  Gemisys,  the  Partnership's  Transfer  Agent,  notified the
Managing General Partner that trading representing 4.9% of the outstanding Units
of GSI had been reached; consequently, the processing of resale transactions has
been  suspended.  You are hereby  notified of such suspension in accordance with
Section  12.3 of the GSI  Partnership  Agreement.  This  action was taken by the
Managing  General  Partner in accordance with its fiduciary  responsibility  and
with the advice of counsel to protect the  Partnership's tax status as a limited
partnership.  IRS regulations  provide that should 5% or more of the outstanding
assignee limited partnership Units be traded in a calendar year, the Partnership
could be classified as a publicly  traded  partnership for federal tax purposes,
and  could  therefore  be taxed as a  corporation.  For  additional  information
regarding this subject, please refer to the original offering Prospectus for GSI
dated April 14, 1988.

All paperwork submitted from the time of the suspension through the remainder of
the 1998  calendar  year will be  returned  to the  originator.  We regret  this
suspension,  but believe such action is in the best interest of the  Partnership
and its investors.  Gemisys will again begin processing  resale  transactions on
January 4, 1999.

Transfers to which the above trading  limit and  suspension do not apply include
carryover basis  transactions;  transfers at death;  transfers between siblings,
spouses,  ancestors,  or lineal descendants;  and distributions from a qualified
retirement   plan.   If  you  have   questions   regarding  a  resale  or  other
re-registration  transaction,  please contact Gemisys at (800)  955-3025,  or in
writing to GSI c/o  Gemisys,  7103 South  Revere  Parkway,  Englewood,  Colorado
80112-3936.

Should you have  questions  regarding  this  communication  please  contact  the
Investor Representative for GSI at (800) 347-6707, extension 2025, or in writing
to GSI,  c/o SSR  Realty  Advisors,  One  California  Street,  Suite  1400,  San
Francisco, California 94111.


Sincerely,

METRIC REALTY
as Managing General Partner of GSI