METROPOLIS REALTY TRUST INC
10-Q/A, 2000-05-16
REAL ESTATE INVESTMENT TRUSTS
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                                   FORM 10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

    (Mark One)
      [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                                SECURITIES EXCHANGE ACT OF 1934
       For the quarterly period ended March 31, 2000
                                      ..........................................
                                              OR

      [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                               SECURITIES EXCHANGE ACT OF 1934
      For the transition period from                      to
                                      ..........................................
     Commission file number 0-21849
                             ...................................................

                          METROPOLIS REALTY TRUST, INC.
             ......................................................
             (Exact name of registrant as specified in its charter)


                MARYLAND                                 13-3910684
 .............................................      ......................
(State or other jurisdiction of incorporation          (IRS  Employer
             or organization)                        Identification No.)


                         c/o Victor Capital Group, L.P.
                                605 Third Avenue
                                   26th Floor
                            New York, New York 10016
               ..................................................
                    (Address of principal executive offices)
                                   ( Zip Code)

                                 (212) 655-0220
               ..................................................
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

Yes [X]    No [ ]

The Common Stock is not listed on any  exchange,  the Company does not intend to
list the Common Stock on any exchange in the near term, there is not currently a
public market for the Common Stock and there can be no assurance  that an active
trading market for the Common Stock will develop or be sustained.


953799.1

<PAGE>




As of April 30, 2000, there were issued and outstanding  8,061,586 shares of the
Company's Class A Common Stock,  par value $10.00 per share and 4,936,060 shares
of the Company's Class B Common Stock, par value $10.00 per share.

This Quarterly Report on Form 10-Q contains  forward-looking  statements  within
the  meaning of the  Private  Securities  Litigation  Reform Act of 1995,  which
involve  certain  risks and  uncertainties.  The  Company's  actual  results  or
outcomes may differ  materially  from those  anticipated.  Each  forward-looking
statement  that the Company  believes is material is accompanied by a cautionary
statement or statements  identifying  important  factors that could cause actual
results  to  differ  materially  from  those  described  in the  forward-looking
statement. The cautionary statements are set forth following the forward-looking
statement,  and/or elsewhere in this Form 10-Q and the Company's other documents
filed with the Securities and Exchange Commission, whether or not such documents
are  incorporated   herein  by  reference.   In  assessing  the  forward-looking
statements  contained in this Form 10-Q, readers are urged to read carefully all
cautionary statements.






                                       ii
953799.1

<PAGE>




Item 6. Exhibits and Reports on Form 8-K

        (a) Exhibits required by Item 601 of Regulation S-K

        27.1 Financial Data Schedule as of, and for the quarter ending,
        March 31, 2000.

        (b) Reports on Form 8-K.

        None.






                                        1
953799.1

<PAGE>


                                   SIGNATURES

               Pursuant  to the  requirements  of  Section  13 or  15(d)  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.

                                            METROPOLIS REALTY TRUST, INC.


                                            By:    /s/ Lee S. Neibart
                                                 --------------------------
                                            Name:  Lee S. Neibart
                                            Title: President and Director



                                            By:      /s/ Stuart Koenig
                                                 --------------------------
                                            Name:  Stuart Koenig
                                            Title: Vice President and Treasurer


Dated:  May 16, 2000






                                       S-1


<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. DOLLARS

<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                              DEC-31-2000
<PERIOD-START>                                 JAN-01-2000
<PERIOD-END>                                   MAR-31-2000
<EXCHANGE-RATE>                                1
<CASH>                                         21,921
<SECURITIES>                                   0
<RECEIVABLES>                                  6,172
<ALLOWANCES>                                   3,651
<INVENTORY>                                    0
<CURRENT-ASSETS>                               0
<PP&E>                                         402,540
<DEPRECIATION>                                 29,816
<TOTAL-ASSETS>                                 478,304
<CURRENT-LIABILITIES>                          14,676
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       129,976
<OTHER-SE>                                     175,844
<TOTAL-LIABILITY-AND-EQUITY>                   478,304
<SALES>                                        21,875
<TOTAL-REVENUES>                               21,875
<CGS>                                          0
<TOTAL-COSTS>                                  11,205
<OTHER-EXPENSES>                               237
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             10,432
<INCOME-PRETAX>                                475
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   0
<EPS-BASIC>                                    0
<EPS-DILUTED>                                  0



</TABLE>


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