EXHIBIT 21.1



                           SUBSIDIARIES OF REGISTRANT



Immediately prior to the Merger:
- ---------------------------------

Metropolis  Realty Lower Tier LLC, a Delaware limited  liability  company,  100%
directly owned by Registrant



Immediately following the Merger:
- ---------------------------------

Metropolis Realty Trust,  Inc., a Maryland  corporation,  100% directly owned by
Registrant

Metropolis  Realty  Sub,  LLC,  a  Delaware  limited  liability  company,   100%
indirectly owned by Registrant