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


                                January 12, 1998
                               ------------------
                                 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 its  Shareholders  dated January 12, 1998,  filed
herewith as Exhibit 20.4 is hereby incorporated by reference.

ITEM 7.       FINANCIAL STATEMENTS AND EXHIBITS

(c)     Exhibits:

        20.4  Letter dated January 12, 1998 from Registrant to its Shareholders.






                                    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:       January 12, 1998
                                              -------------------------

EX-20

January 12, 1998


To:      The Shareholders of Metric Income Trust Series, Inc.
         ("MITS" or the "Fund")

RE:      Distribution of Sales Proceeds

Dear Shareholder:

As reported in the 1997 Third Quarter Report,  the Fund successfully  negotiated
the sale of the Haverty's  Furniture Store located in Plano, Texas, which closed
escrow  on  October  21,  1997.  We are also  pleased  to  report  that the Fund
completed the sale of eight  convenience  store properties on December 23, 1997,
followed  by  the  successful  sale  of  Wickes  Furniture  Store  in  Torrance,
California  on December 30, 1997.  The Board of  Directors,  at its December 10,
1997  meeting,  declared a special  dividend  of these  sales  proceeds,  less a
reserve (as discussed  below),  payable on January 12, 1997 to  Shareholders  of
Record as of December 31, 1997.  This  dividend  amounts to $2.75 per Share.  As
noted, the Board voted  unanimously to withhold a reserve from this distribution
of sales proceeds in the amount of $2,000,000.  These funds will be used to meet
any unforeseen  contingencies  arising from past or future property sales and to
cover the costs of operating the Fund through dissolution.

The Fund's  liquidation  strategy  progressed  during 1997,  and only two assets
remain in the  Portfolio:  the NCS (Circle K) Store in Rubidoux,  California and
the  Pearle  Express  Store  in  Morrow,   Georgia.  The  Advisor  is  currently
negotiating with potential buyers for the sale of these properties.  As a result
of the  reduction of the Fund's asset base and limited  income from  operations,
the Board  did not  declare  a fourth  quarter  dividend  from  operations,  and
determined to forego further regular  quarterly  dividends.  Hence, the dividend
for the third quarter of 1997 was the final quarterly  dividend from operations.
It is currently  anticipated that the Board will declare dividends of income (in
excess of the cost of  operations)  generated by the  remaining  properties  and
interest income from the reserve funds invested in mortgage-backed securities on
an annual basis.  It is also  anticipated  that the Board will declare a special
dividend  from the sales  proceeds of the Rubidoux NCS Store and Pearle  Express
Store subsequent to these sales.

The 1998 Annual Meeting of  Shareholders  is scheduled to take place on June 17,
1998,  at which  time  Shareholders  will be asked to vote to  approve a plan of
dissolution. Shareholders will receive a Proxy Statement describing the proposed
Plan of Dissolution and Proxy Card in conjunction  with the  distribution of the
1997 Annual Report in April 1998.


                                                                          (Over)





To assist  Shareholders  in filing their 1997 income tax returns,  the Fund will
mail Forms 1099 by the end of January 1998. Please note that MITS does not issue
Forms 1099 to Shareholders whose investments are classified as tax exempt (IRAs,
Keoghs,  or Qualified  Retirement  Plans) since IRS regulations  exempt the Fund
from filing for these investments.

Should you have any questions regarding this communication or the performance of
the  Fund,  please  contact  the  Shareholder  Representative  for MITS at (800)
347-6707.  Operational  questions  concerning your  investment,  including those
related to dividend  payments,  tax reporting  information  (Forms  1099-DIV) or
resale or transfer  documents,  should be directed to the Fund's  Servicing  and
Transfer Agent, Gemisys, at (800) 955-3025.


METRIC INCOME TRUST SERIES, INC.