Filed by Metropolis Realty Holdings LLC pursuant to Rule 425
                                                under the Securities Act of 1933

                               Subject Companies: Metropolis Realty Holdings LLC
                                               Commission File Number: 333-89142

                                                   Metropolis Realty Trust, Inc.
                                                 Commission File Number: 0-21849


The members of  Metropolis  Realty  Holdings LLC, a Delaware  limited  liability
company and the successor  entity to Metropolis  Realty Trust,  Inc., a Maryland
corporation,  are urged to read the documents  relevant to the sale  transaction
described in this announcement that have been filed with the U.S. Securities and
Exchange  Commission.  You can obtain the relevant documents that are filed with
the Securities  and Exchange  Commission for free on the Securities and Exchange
Commission's web site at http://www.sec.gov.

If you  write or call  us,  we will  send  you for  free,  when  available,  the
information   statement/prospectus   that  we  filed  in  connection   with  the
registration of the limited  liability  company units to be issued in connection
with the merger and the sale  transaction.  You can  contact  either  Metropolis
Realty Trust,  Inc. or Metropolis  Realty  Holdings LLC at (212) 655-0220 or you
can write to us at: (x) Metropolis Realty Trust,  Inc., c/o Capital Trust, Inc.,
410 Park Avenue, 14th Floor, New York, New York 10022; and (y) Metropolis Realty
Holdings LLC, c/o Capital Trust,  Inc., 410 Park Avenue,  14th Floor,  New York,
New York 10022.

           METROPOLIS REALTY TRUST, INC. STOCKHOLDERS APPROVE SALE OF
                      1290 AVENUE OF THE AMERICAS PROPERTY

New York,  New York  (September 5, 2002) - METROPOLIS  REALTY TRUST,  INC. today
announced that its  stockholders  have approved the sale of all of its interests
in 1290 Avenue of the Americas to an affiliate of Jamestown for a purchase price
of $745.5  million,  subject to certain  adjustments  and customary  prorations.
Jamestown is a real estate  investment  and  management  company with offices in
Atlanta and  Cologne,  Germany.  Its holdings in New York City exceed $1 billion
dollars in value. The  consummation of the sale is subject to customary  closing
conditions.  The transaction is expected to close on or about September 9, 2002,
although  there can be no assurance  that the sale will be  consummated.  If the
transaction is consummated, Metropolis will no longer own any real estate assets
and intends to dissolve and distribute its net assets to its stockholders.

1290  Avenue of the  Americas  is a  43-story,  first  class  commercial  office
building  with  approximately  2,000,000  rentable  square  feet of  space.  The
building is centrally located in midtown Manhattan and is connected to the famed
"Rockefeller Center" complex via an underground passageway.  The building serves
as the corporate  headquarters  of The Equitable Life  Assurance  Society of the
United  States  (an  affiliate  of AXA  Financial  Advisors)  ("Equitable").  In
addition to  Equitable,  the  building  houses a variety of  tenants,  including
financial institutions, entertainment companies and law firms.

Metropolis is a Maryland  corporation that qualifies as a real estate investment
trust for tax purposes.

Note:  Statements in this press release  which are not strictly  historical  are
"forward-looking"   statements  that  are  made  pursuant  to  the  safe  harbor
provisions   of  the  Private   Securities   Litigation   Reform  Act  of  1995.
Forward-looking  statements involve known and unknown risks, which may cause the
company's  actual  results  in the  future to differ  materially  from  expected
results.