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


                                December 19, 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                California               94-3087630
            -------                ----------               ----------
         (Registration           (State or Other          (IRS Employer
             File                Juririsdiction 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 2. ACQUISITION OR DISPOSITION OF ASSETS

(a)     The Registrant was organized to acquire,  hold for  investment,  manage,
        and ultimately sell  income-producing real properties and investments in
        securities.  In the normal course of its business,  the registrant  sold
        the Harris  County  (Houston),  Texas Stop N Go store (the  "Property"),
        leased to National Convenience Stores.

TERMS OF ORIGINAL ACQUISITION

On November  30, 1989 the  Registrant  acquired  Stop N Go store #3755 in Harris
County  (Houston),  Texas for $1,812,000,  including  acquisition fees and other
miscellaneous  closing costs. In 1994 a portion of the land was condemned by the
Texas  Transportation  Commission,  and the Registrant was awarded $91,000.  The
allocated basis on the land condemned was $123,000, therefore a loss on the sale
of property of $32,000 was reported in the Form 10-K filed by the registrant for
1994.


TERMS OF DISPOSITION AND FINANCING

The Registrant sold the Harris County  (Houston) Stop N Go on December 19, 1996.
The net sales price was $1,410,000. After payment of estimated expenses of sale,
the proceeds to the Registrant are approximately $1,310,000.


CARRYING AMOUNT AT DATE OF SALE

At the date of sale,  the  carrying  amount  of the  land and  improvements  and
deferred  rental income  receivable was  approximately  $1,587,000 for financial
statement  purposes.  The  carrying  amount  of the  land and  improvements  was
approximately $1,578,000 for tax reporting purposes.

LOSS ON SALE

Under the accrual method of  accounting,  the estimated loss to be recognized in
the  fourth  quarter  of 1996  from the sale of the  Property  is  approximately
$277,000.   Under  the  tax  method  of   accounting,   the  estimated  loss  is
approximately $268,000.

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

(a)     Financial statements
        Not applicable.

(b)     Pro Forma Financial Information
        Not applicable.

(c)     Exhibits.
        Upon their  receipt,  Registrant  will amend its Form 8-K to include the
        disposition documents for the Harris County (Houston) Stop N Go store.







                                    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/ Margot M. Giusti
                                             -------------------------
                                             Margot M. Giusti
                                             Chief Financial Officer


                                      Date:  December 24, 1996
                                             -----------------