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


                                February 28, 1997
                                -----------------
                                 Date of Report
                        (Date of earliest event reported)



                        Metric Income Trust Series, Inc.
                        --------------------------------
                          (Exact name of registrant as
                            specified in its charter)




   0-18294                         California                       94-3087630
- -------------                   ---------------                   --------------
(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 Watts line for all states






ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

(a)      The Registrant was organized to acquire,  hold for investment,  manage,
         and ultimately sell income-producing real properties and investments in
         securities.  In the normal course of its business,  the registrant sold
         the Clute, Texas Stop N Go store on February 28, 1997, the Sealy, Texas
         Stop N Go store on March 5, 1997, and the Dallas, Texas Stop N Go store
         on March 12, 1997, all leased to National Convenience Stores.

TERMS OF ORIGINAL ACQUISITION

On November  30, 1989 the  Registrant  acquired  Stop N Go store #3583 in Clute,
Texas for $439,000,  including  acquisition fees and other miscellaneous closing
costs. On the same date the Registrant  acquired Stop N Go store #3571 in Sealy,
Texas for $365,000,  including  acquisition fees and other miscellaneous closing
costs. On the same date the Registrant  acquired Stop N Go store #655 in Dallas,
Texas for $767,000,  including  acquisition fees and other miscellaneous closing
costs.

TERMS OF DISPOSITION AND FINANCING

The  Registrant  sold the Clute Stop N Go on February  28,  1997.  The net sales
price was $264,000. After payment of estimated expenses of sale, the proceeds to
the Registrant are approximately  $235,000. The Registrant sold the Sealy Stop N
Go on March 5,  1997.  The net  sales  price  was  $265,000.  After  payment  of
estimated  expenses of sale, the proceeds to the  Registrant  are  approximately
$237,000.  The  Registrant  sold the Dallas Stop N Go on March 12, 1997. The net
sales price was  $1,392,000.  After payment of estimated  expenses of sale,  the
proceeds to the Registrant are approximately $1,290,000.

CARRYING AMOUNT AT DATE OF SALE

For the Clute property, at the date of sale, the carrying amount of the land and
improvements and deferred rental income  receivable was  approximately  $373,000
for  financial  statement  purposes.   The  carrying  amount  of  the  land  and
improvements  was  approximately  $377,000 for tax reporting  purposes.  For the
Sealy  property,  at the  date of  sale,  the  carrying  amount  of the land and
improvements and deferred rental income  receivable was  approximately  $303,000
for  financial  statement  purposes.   The  carrying  amount  of  the  land  and
improvements  was  approximately  $306,000 for tax reporting  purposes.  For the
Dallas  property,  at the  date of sale,  the  carrying  amount  of the land and
improvements and deferred rental income  receivable was  approximately  $715,000
for  financial  statement  purposes.   The  carrying  amount  of  the  land  and
improvements was approximately $689,000 for tax reporting purposes.

GAIN (LOSS) ON SALE

Under the accrual method of  accounting,  the estimated loss to be recognized in
the first quarter of 1997 from the sale of the Clute  property is  approximately
$138,000.   Under  the  tax  method  of   accounting,   the  estimated  loss  is
approximately  $142,000.  Under the accrual method of accounting,  the estimated
loss to be  recognized  in the first  quarter of 1997 from the sale of the Sealy
property  is  approximately  $66,000.  Under the tax method of  accounting,  the
estimated loss is approximately $69,000. Under the accrual method of accounting,
the  estimated  gain to be recognized in the first quarter of 1997 from the sale
of the  Dallas  property  is  approximately  $575,000.  Under the tax  method of
accounting, the estimated gain is approximately $601,000.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a)      Financial statements
         Not applicable.

(b)      Pro Forma Financial Information
         Not applicable.

(c)      Exhibits.
         Upon their receipt,  Registrant  will amend its Form 8-K to include the
         disposition  documents  for the  Clute,  Sealy,  and  Dallas  Stop N Go
         stores.





                                    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 INCOME TRUST SERIES, INC.,
                                                        a California Corporation


                                               By:      /s/ Margot M. Giusti
                                                        ------------------------
                                                        Margot M. Giusti
                                                        Chief Financial Officer


                                               Date:    March 14, 1997
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