METRIC INCOME TRUST SERIES INC
S-3/A, 1996-08-16
REAL ESTATE INVESTMENT TRUSTS
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     As filed with the Securities and Exchange Commission on August 16, 1996

                                                               File No. 33-27083

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                               AMENDMENT NO. 1 to
                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              --------------------

                        METRIC INCOME TRUST SERIES, INC.,
        (Exact name of registrant as specified in governing instruments)
                            a California corporation
                            (State of incorporation)

                                   94-3087630
                      (I.R.S. Employer Identification No.)

                        One California Street, Suite 1400
                         San Francisco, California 94111
                                 (415) 678-2000
                  (Address and telephone number of registrant's
                          principal executive offices)

                            HERMAN H. HOWERTON, Esq.
                                  METRIC REALTY
                        One California Street, Suite 1400
                         San Francisco, California 94111
                     (Name and address of agent for service)

      The Commission is requested to send copies of all communications to:

                            JOSEPH S. RADOVSKY, ESQ.
                       Greene Radovsky Maloney & Share LLP
                         Spear Street Tower, Suite 4200
                                   One Market
                         San Francisco, California 94105

                              --------------------

        Approximate date of commencement of proposed sale to the public:
                                  March 1, 1994

     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest  reinvestment  plan, please check the following
box. [X]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]

                       Calculation of Registration Fee(1)

                                   Proposed        Proposed
                     Amount         maximum         maximum           Amount of
  Title of            to be        offering       aggregate         Registration
 Securities        Registered        price     offering price(2)       fee(2)
 ----------        ----------     ---------   ------------------   -------------

Common Stock     500,000 Shares   $    7.41   $        3,705,000   $       1,278

(1) The  registration  fee was paid on the original filing of this  Registration
Statement.
(2) Calculated pursuant to the formula set forth in the Prospectus in accordance
with Rule 457(d) for purposes of calculating the registration fee only.


<PAGE>



     By this amendment, the Metric Income Trust Series, Inc., hereby deregisters
all securities offered pursuant to this Registration Statement remaining unsold.



<PAGE>


                                   SIGNATURES
                                   ----------

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing on Form S-3,  and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of San Francisco,  State of  California,  on August 16,
1996.

                                               METRIC INCOME TRUST SERIES, INC.


                                               By    \s\ Robert A. Fiddaman
                                                  ------------------------------
                                                  Robert A. Fiddaman
                                                  President, Chief Executive
                                                  Officer and Chairman of
                                                  the Board
                                                  (Principal Executive Officer)



     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

      Signature                        Title                           Date
      ---------                        -----                           ----

\s\ Robert A. Fiddaman        Chairman, President, Chief             7/31/96
- ---------------------------   Executive Officer and              ---------------
Robert A. Fiddaman            Director
                              (Principal Executive Officer)




\s\ Margot M. Giusti          Executive Vice President,               8/1/96
- ---------------------------   Financial Services and             ---------------
Margot M. Giusti              Administration and Chief
                              Financial Officer (Principal
                              Financial and Accounting
                              Officer)

\s\ Donald K. Devine          Director                                8/6/96
- ---------------------------                                      ---------------
Donald K. Devine


\s\ William G. Moeckel, Jr.   Director                                8/1/96
- ---------------------------                                      ---------------
William G. Moeckel, Jr.


\s\ William F. Garlock        Director                                8/2/96
- ---------------------------                                      ---------------
William F. Garlock

\s\ Robert M. Rouse           Director                                8/3/96
- ---------------------------                                      ---------------
Robert M. Rouse



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