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


                                 March 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 Texas  City,  Texas  Stop N Go store,  which is leased to  National
         Convenience Stores, on March 28, 1997.

TERMS OF ORIGINAL ACQUISITION

On November  30,  1989 the  Registrant  acquired  Stop N Go store #3592 in Texas
City,  Texas for $334,000  including  acquisition  fees and other  miscellaneous
closing costs.

TERMS OF DISPOSITION AND FINANCING

The  Registrant  sold the Texas City Stop N Go on March 28, 1997.  The net sales
price was $135,000. After payment of estimated expenses of sale, the proceeds to
the Registrant are approximately $116,000.

CARRYING AMOUNT AT DATE OF SALE

At the date of sale,  the  carrying  amount  of the  land and  improvements  and
deferred  rental  income  receivable  was  approximately  $272,000 for financial
statement  purposes.  The  carrying  amount  of the  land and  improvements  was
approximately $277,000 for tax reporting purposes.


LOSS ON SALE

Under the accrual method of  accounting,  the estimated loss to be recognized in
the first quarter of 1997 from the sale is approximately $156,000. Under the tax
method of accounting, the estimated loss is approximately $161,000.

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 Texas City Stop N Go store.







                                    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/ William A. Finelli
                                       ----------------------
                                       William A. Finelli   
                                       Chief Financial Officer

                              Date:    April 11, 1997   
                                       -----------------