FORM 8-K/A



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                 CURRENT REPORT

                                 AMENDMENT NO. 1
                         TO FORM 8-K FILED July 9, 1996


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                                  June 25, 1996
                                  -------------
                                 Date of Report
                        (Date of earliest event reported)



                        Metric Income Trust Series, Inc.
                        --------------------------------
                          (Exact name of registrant as
                            specified in its charter)




                   0-18294          94-3087630        California
                   -------          ----------        ----------
                (Registration     (IRS Employer     (State or Other
                    File          Identification    Jurisdiction of
                   Number)            Number)        Incorporation)






           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 Wats line for all states









ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a)      Exhibit

         Agreement  for  Purchase  and Sale of Sam's Club  located in  Menomonee
         Falls, Wisconsin dated May 15, 1996.




                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,  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/ Margot M. Giusti
                                                         -----------------------
                                                         Margot M. Giusti

                                                         Chief Financial Officer


                                              Date:      August 20, 1996
                                                         -----------------------