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


                               September 25, 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 5.     OTHER EVENTS

This letter from  Registrant to  Shareholders  dated  September 25, 1997,  filed
herewith as Exhibit 20.3 is hereby incorporated by reference.

ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits:

     20.3   Letter dated September 25, 1997 from Registrant to its Shareholders.









September 25, 1997

To:  The Shareholders of Metric Income Trust Series, Inc. ("MITS" or the "Fund")
RE:  Special  Dividend of  Proceeds from  the Sale of the Fund's Mortgage-Backed
     Securities

Dear Shareholder:

As reported  in the 1997 Second  Quarter  Report,  the Fund sold the  Arlington,
Texas  (Green  Oaks  Boulevard)  convenience  store  on July 24,  1997.  The net
proceeds of this sale, in the amount of $0.20 per Share,  will be distributed in
a special dividend in conjunction with the third quarter dividend, to be paid on
November 17, 1997 to  Shareholders  of record as of September  30, 1997.  At its
September  25, 1997  meeting,  the Board of  Directors  approved the sale of the
Fund's  portfolio  of  mortgage-backed  securities  ("MBS"),  to take  place  on
September  30,  1997.  Settlement  of  the  transaction  is  expected  to  occur
approximately  15 to 20 days later.  As the Fund continues with its  liquidation
strategy,  the  Board  believes  that  the  timing  of the  sale  of the MBS was
appropriate.  Given that  interest  rates are generally as low as they have been
since late 1993,  MITS is expected to realize a modest premium above the current
carrying value. The Board declared an additional  special dividend  representing
the net proceeds from this sale,  estimated to be approximately  $6,700,000,  or
$1.06 per Share,  also to be paid in conjunction with the third quarter dividend
to Shareholders of record as of September 30, 1997.

The Board of Directors  has also  declared the third quarter 1997 dividend to be
paid at the annualized  rate of 5.8%, or $0.1468 per Share,  to  Shareholders of
record as of September 30, 1997.  The decrease in the dividend rate is primarily
due to the  reduction of the Fund's asset base and the  subsequent  reduction of
lease and interest income as MITS continues liquidation of its holdings.

In addition,  the Fund is pleased to announce that Haverty's,  located in Plano,
Texas, is currently  under contract for sale, with closing  anticipated to occur
early in the fourth quarter of 1997. It is anticipated that the proceeds of this
sale,  if  consummated,  will be  distributed  to  Shareholders  of record as of
December  31,  1997 in  conjunction  with  the  fourth  quarter  1997  dividend,
anticipated to be paid on or about January 15, 1998. Preliminary calculations of
the net  proceeds  of the sale of the  Haverty's  store are  estimated  to range
between $0.65 and $0.70 per Share.

Further details  concerning the potential sale of Haverty's,  as well as updated
information  regarding the Fund's other remaining assets will be provided in the
Third Quarter 1997 Report,  scheduled to be mailed to  Shareholders  the week of
November 17, 1997.

Questions  relating  to the  information  included in this letter or relating to
MITS  Quarterly  or  Annual  Reports  should  be  directed  to  the  Shareholder
Representative at SSR Realty Advisors, (800) 347-6707, extension 2025.

Operational  questions,  including  those  related  to  dividend  payments,  tax
reporting  information  (Forms  1099),  and  registration  documents  should  be
directed to the Fund's Servicing and Transfer Agent, Gemisys, at (800) 955-3025,
or in writing to Metric  Income Trust  Series,  Inc.,  c/o  Gemisys,  7103 South
Revere Parkway, Englewood, Colorado 80112-3936.

Metric Income Trust Series, Inc.
Shareholder Services







                                    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:          September 26, 1997
                                              ----------------------------------