SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549



                                   Form 8-K


               Current Report Pursuant to Section 13 or 15(d) of
                          The Securities Act of 1934


                                August 25, 1995
                               (Date of Report)


                            Metro Capital Corporation             
            (Exact name of Registrant as specified in its charter)



    Wyoming                0-10006               84-0839926   
(State or other         (Commission           (I.R.S. Employer
 jurisdiction of         File Number)         Identification No.)
 incorporation)


  716 College View Dr., Riverton, WY               82501  
(Address of principal executive offices)         (Zip Code)


                                307-856-3800         
                        (Registrant's telephone number,
                              including area code




















Item 5.  Other Events

     On August 22, 1995, the Company entered into a nonbinding letter of intent
to acquire certain assets from Karlton Terry Oil Company and its principals.
The assets are interests in and to over 15 producing oil and gas wells, and
over a dozen prospects with potentially 26 wells to be drilled on oil and gas
leases underlying major rivers. The interests are in producing fields in
Louisiana, Kentucky and West Virginia. Under the terms of the proposed
transaction, the assets which are valued at approximately $15 Million, would be
acquired for shares of Class B Common Stock of Metro representing 80% of shares
of common stock to be issued and outstanding. The Class B Common Stock is
convertible into ordinary Common Stock (the only class of stock traded) in 30
to 36 months after issuance. Metro would transfer all of its assets, other than
$700,000, to a wholly owned subsidiary. Current management of Metro will
operate the subsidiary pursuant to a management agreement, and management of
Karlton Terry Oil Company would control Metro and be responsible for operating
and developing the acquired assets. The transaction is subject to further
negotiation and the parties entering into a definitive agreement.

     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 hereunto duly authorized.

                              METRO CAPITAL CORPORATION
                              (Registrant)


Date: August 25, 1995          /s/ Robert E. Thrailkill
                              Robert E. Thrailkill
                              President