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

                                     FORM 15

CERTIFICATION  AND NOTICE OF TERMINATION OF REGISTRATION  UNDER SECTION 12(g) OF
THE SECURITIES  EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.


                             Commission File Number  0-18294
                                                     ---------------------------

                        METRIC INCOME TRUST SERIES, INC.
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             (Exact name of registrant as specified in its charter)


         One California Street, San Francisco, CA 94111; (415) 678-2000
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(Address,  including zip code,  and telephone  number,  including  area code, of
                   registrant's principal executive offices)

                                  Common Stock
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            (Title of each class of securities covered by this Form)

                                 Not Applicable
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(Titles of all other  classes  of  securities  for which a duty to file  reports
                     under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule  provision(s)
relied upon to terminate or suspend the duty to file reports:

        Rule 12g-4(a)(1)(i)  _x_             Rule 12h-3(b)(1)(i)    _x_

        Rule 12g-4(a)(1)(ii) ___             Rule 12h-3(b)(1)(ii)   ___

        Rule 12g-4(a)(2)(i)  ___             Rule 12h-3(b)(2)(i)    ___

        Rule 12g-4(a)(2)(ii) ___             Rule 12h-3(b)(2)(ii)   ___

                                             Rule 15d-6             ___



Approximate  number of holders of record as of the certification or notice date:
                                     - 0 -
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Pursuant  to the  requirements  of the  Securities  Exchange  Act of 1934 Metric
Income Trust Series, Inc. has caused this  certification/notice  to be signed on
its behalf by the undersigned duly authorized person.

Date: December 29, 1999  By: /s/ Herman H. Howerton
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                             Herman H. Howerton, VP, General Counsel & Secretary


Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.