FORM 10-K
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


(Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998

                                      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 No. 33-99694

                     METROPOLITAN REALTY COMPANY, L.L.C.
            (Exact name of registrant as specified in its charter)

      Delaware                                        38-3260057
(State of incorporation)                 (I.R.S. Employer Identification No.)

                           535 Griswold, Suite 748
                           Detroit, Michigan 48226
                   (Address of principal executive offices)

             Registrant's Telephone Number, including area code:
                                (313) 961-5552

         Securities registered pursuant to Section 12(b) of the Act:
                                    None.

         Securities registered pursuant to Section 12(g) of the Act:
                                    None.

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 report(s), and (2) has been subject to
such filing requirements for the past 90 days.

                            Yes __X__    No _____

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to Form 10-K.

                            Yes __X__   No _____

There is no established public trading market for the Company's Class A
Membership Interests and Class B Membership Interests.


<PAGE>

                     METROPOLITAN REALTY COMPANY, L.L.C.

                     INDEX TO ANNUAL REPORT ON FORM 10-K
                (For the Fiscal Year Ended December 31, 1998)


                                                                         Page
                                                                         ----
PART 1
         ITEM 1.   BUSINESS................................................1
         ITEM 2.   PROPERTIES..............................................2
         ITEM 3.   LEGAL PROCEEDINGS.......................................2
         ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.....2

PART II
         ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                   STOCKHOLDER MATTERS.....................................2
         ITEM 6.   SELECTED FINANCIAL DATA.................................4
         ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION AND RESULTS OF OPERATIONS.....................5
         ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                   RISK....................................................9
         ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA*............9
         ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                   ACCOUNTING AND FINANCIAL DISCLOSURE.....................9

PART III
         ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.....10
         ITEM 11.  EXECUTIVE COMPENSATION.................................15
         ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                   AND MANAGEMENT.........................................15
         ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.........18

PART IV
         ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
                   ON FORM 8-K............................................19


*   The company's financial statements are set forth in the separate
    financial section which follows page 22 of this Form 10-K and begins on
    page F-1.


<PAGE>

                                    PART I

ITEM 1.  BUSINESS

Metropolitan Realty Company, L.L.C., a Delaware limited liability company
(the "Company"), is a successor in interest to Metropolitan Realty
Corporation (the "Corporation"), a Michigan corporation. The Corporation had
operated since 1988 as a qualified real estate investment trust ("REIT")
under the Internal Revenue Code of 1986, as amended (the "Code"), and
invested in commercial real estate mortgages in southeastern Michigan and
other investments. The Company was organized as a Delaware limited liability
company on October 23, 1995 for the purpose of implementing the Restructuring
described below. Prior to the consummation of the Restructuring, the Company
had never conducted any business and had no assets.

Restructuring

Pursuant to the terms of the Restructuring Agreement dated September 24,
1996, effective December 6, 1996, the Corporation transferred all of its
assets (the "Class A Assets") to, and the liabilities of the Corporation were
assumed by, the Company in exchange for Class A limited liability company
membership interests (the "Class A Membership Interests") of the Company.

Concurrent with the Restructuring, the Company offered its Class B Membership
Interests in a separate offering to create a new investment pool, which is
segregated on the books of the Company from the Class A Assets. The total
proceeds of the offering of Class B Membership Interests were $22,500,000.

Assets

The Company's mortgage loans include financing for industrial and office
buildings, retail centers, residential projects and mixed-use facilities. In
making such loans, the Company favored investments that will provide a
competitive return and permanent financing for projects which create
construction jobs and stimulate the southeastern Michigan economy. All
mortgage loans to date are collateralized by a first lien on real property.
Assets that have not yet been invested in mortgage loans are primarily
invested in cash equivalents and marketable securities.

The Company believes that its mortgage loans and marketable securities will
provide a competitive economic return to its members while protecting their
capital.

The Company continues to evaluate real estate projects and intends to use its
remaining marketable securities and short-term investments to make additional
mortgage loans to qualified projects located in southeastern Michigan.
Although the Company has competed and is competing with financial
institutions such as banks, insurance companies, savings and loan
associations, mortgage bankers, pension funds and other real estate
investment vehicles with investment objectives similar to those of the
Company, the Company believes it has targeted a market niche which is
underserved.


                                      1

<PAGE>
During 1998, the Company had one full-time and one part-time administrative
employee. The day-to-day operations of the Company are administered by its
President, who serves on a part-time basis under the direction of the
Executive Committee of the Company. The members of the Managing Board serve
without pay as officers and committee members and devote a considerable
amount of time to the administration and operations of the Company.

ITEM 2.  PROPERTIES

The Company's executive offices are located at Suite 748, 535 Griswold,
Detroit, Michigan, 48226. The Company rents this office space under a lease
which provides for a monthly rental of approximately $1,600, which is
comparable to prevailing rentals for similar facilities. The Company's
offices are suitable and adequate for the current operations of the Company.

ITEM 3.  LEGAL PROCEEDINGS

There are no material legal proceedings pending, or, to the knowledge of the
Company, threatened, to which the Company is a party or by which its property
may be bound.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Company's members since the
consummation of the Restructuring on December 6, 1996.

                                   PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

There is no established public trading market for the Company's Class A
Membership Interests and Class B Membership Interests. As of March 20, 1999,
there were 116 holders of the Company's Class A Membership Interests and 107
holders of the Company's Class B Membership Interests.

The Company paid cash distributions in the amount of $3,735,375 to its Class
A Members and $1,303,491 to its Class B Members in 1998.

The Company's Operating Agreement provides that Class A Members will receive
pro rata quarterly distributions of 100% of the Class A income, less
expenses. Distributions of principal will be returned as follows to the Class
A Members:

i.       prior to 2001, the Company may, at its sole option, reinvest any
         principal returned with respect to real estate investments which are
         part of the Class A Assets; and

                                      2


<PAGE>

ii.      beginning in 2001, a Class A Member may elect each year to receive
         its pro rata share of (x) principal returned with respect to real
         estate investments which are part of the Class A Assets, and (y) any
         cash equivalents which are part of the Class A Assets. Any part of
         the Class A Assets which are not distributed pursuant to the
         foregoing may, at the option of the Company, be reinvested in real
         estate investments. Any such election must be made by a Member in
         writing and must be received by the Company by the November first
         preceding the fiscal year for which such election is to be
         effective.

The Company's Operating Agreement provides that Class B Members will receive
pro rata quarterly distributions of 100% of the Class B cash income, less
expenses. The Class B Membership Interests have been structured so that
payments, beginning in 2000, of principal in the Class B investment pool will
be passed through to the Class B Members on an annual basis (or more
frequently as determined by the Company's Managing Board).

In addition, any cash, cash equivalents and marketable securities, which are
part of the Class B Assets, which have not been invested in real estate
investments by December 31, 1999 will be passed through to the Class B
Members. All distributions are subject to a determination by the Managing
Board that the Company will have sufficient cash on hand to meet its current
and anticipated needs to fulfill its business purpose.


                                      3


<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

The following table sets forth selected financial data as of December 31,
1998, 1997, 1996, 1995, and 1994 and for the years then ended (000's omitted
except per share and percentage data):

<TABLE>
<CAPTION>
                                                    1998                                      1997
                                     -----------------------------------      ------------------------------------
                                     Class A      Class B(3)      Total       Class A(1)     Class B(2)      Total
                                     -------      ---------       -----       ---------      ---------       -----
<S>                                  <C>            <C>          <C>            <C>            <C>         <C>
Total Income                         $ 3,699        $ 1,561      $ 5,260        $ 4,296        $ 1,404     $ 5,700
Net Investment Income                  3,457            967        4,424          3,813          1,279       5,092
Net Investment Income Per Share            *              *            *              *              *           *
Total Assets                          38,989         27,132       66,121         43,800         22,976      66,776
Members'/Stockholders' Equity         43,336         22,683       66,019         43,513         22,960      66,473
Cash Dividends Per Share                   *              *            *              *              *           *
Return on Assets                        8.9%           3.6%         6.7%           8.7%           5.6%        7.6%
Return on Equity                        8.0%           4.3%         6.7%           8.9%           5.6%        7.7%
Dividend Payout Ratio                      *              *            *              *              *           *
Equity to Assets Ratio               111.15%         83.60%      100.15%         99.35%         99.93%      99.55%

<CAPTION>
                                                   1996                  1995         1994
                                     ------------------------------     -------     -------
                                     Class A     Class B      Total
                                     -------     -------      -----
<S>                                  <C>            <C>      <C>        <C>         <C>
Total Income                         $ 3,925        $ 74     $ 3,999    $ 3,764     $ 3,858
Net Investment Income                  3,373          69       3,442      1,990       2,588
Net Investment Income Per Share            *           *           *       0.44        0.57
Total Assets                          44,085      22,978      67,063     41,761      41,025
Members'/Stockholders' Equity         42,169      22,569      64,738     41,333      40,479
Cash Dividends Per Share                   *           *           *       0.34        0.63
Return on Assets                        7.7%        4.4%        6.6%       4.8%        6.3%
Return on Equity                        8.0%        4.5%        6.8%       4.8%        6.4%
Dividend Payout Ratio                      *           *           *       100%        100%
Equity to Assets Ratio                95.65%      98.22%      96.53%     98.98%      98.67%
<FN>
1.   On December 6, 1996, pursuant to the terms of a restructuring agreement,
     the assets and liabilities of Metropolitan Realty Corporation (the
     "Corporation") were transferred to Metropolitan Realty Company, L.L.C.
     (the "Company") in exchange for Class A Membership Interests in the
     Company. The Corporation was then dissolved and the Class A Membership
     interests were distributed pro rata to the Corporation's shareholders
     who owned 50,000 shares or more of the Corporation's common stock.
     Holders of fewer than 50,000 shares of the Corporation's common stock as
     of October 9, 1996, the Record Date, received upon surrender of their
     shares, a cash payment in lieu of the distribution of Class A Membership
     Interests in the Company.

2.   Concurrent with the Restructuring, the Company offered Class B
     Membership Interests in a separate offering to create a new investment
     pool.

3.   In 1998, the Company adopted Statement of Position (SOP) 98-5 -
     Reporting on the costs of start-up activities. The adoption of this SOP
     resulted in the Company recording a charge of $356,638 of which $89,370
     would have been recorded had the Company not adopted the change.

*    Not relevant under the new structure (Note 1).
</TABLE>

                                      4


<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

This financial review presents management's discussion and analysis of
financial condition and results of operations. This discussion should be read
in conjunction with the consolidated financial statements.

Forward-Looking Statements

This discussion and analysis of financial condition and results of
operations, contain forward-looking statements that are based on management's
beliefs, assumptions, current expectations, estimates and projections. These
statements are not guarantees of future performance and involve certain
risks, uncertainties and assumptions that are difficult to predict with
regard to timing, extent, likelihood and degree of occurrence. Therefore,
actual results and outcomes may materially differ from what may be expressed
or forecasted in such forward-looking statements.

Overview

The Company intends to continue to invest its available funds at competitive
rates in mortgage loans to real estate projects located in southeastern
Michigan. Cycles in the local and national economy have affected and will
continue to affect the Company's ability to invest its remaining funds in
mortgage loans and the yields attainable on such investments. As these funds
are employed in higher yielding loan assets versus short-term assets, the
investment income of the Company is expected to increase. Because interest
rates are decreasing generally for all interest-bearing asset classes,
however, the positive effect on net investment income of increasing the
amount of assets employed in mortgage assets will be reduced. While the
Company expects to have the balance of its available assets fully invested in
mortgage loans by the end of 1999, management will continue its prudent
approach of approving funding only of those loans which meet the Company's
underwriting criteria.

Funds that have not yet been invested in mortgage loans are primarily
invested in marketable securities until needed for the Company's operations
or investments in mortgage loans. Income and principal received with respect
to the Company's investments in mortgage loans are also invested in
marketable securities pending distribution to members or reinvestments in
mortgage loans. At December 31, 1998, the Company had outstanding loan
commitments of approximately $15 million which will be funded from these
liquid assets. Management deems the liquidity of the Company to be more than
adequate to meet the cash needs of the Company and continues to seek
investments in new loan assets that will further reduce liquid assets. At all
times, sufficient working capital will be maintained to meet the ongoing
working capital needs of the Company.

As a result of the restructuring previously discussed, the following presents
the 1998 financial conditions and results of operations individually for the
Class A and Class B Membership Interests.


                                      5

<PAGE>


Financial condition and Results of Operation, Class A Membership Interests

Net investment income decreased by $355,335 for the year ended December 31,
1998 compared to 1997. The majority of this decrease was in interest income
from mortgage notes resulting from the early repayment of several loans and
the issuance of new loans at lower yields.

The allowance for loan losses decreased by $250,532 at December 31, 1998
relating to the partial charge-off of a loan. Management reviews, on a
regular basis, factors which may adversely affect its mortgage loans,
including occupancy levels, rental rates and property values. It is possible
that economic conditions in southeastern Michigan, and the nation in general,
may adversely affect certain of the Company's loan assets. After evaluation
of the loan portfolio and the associated allowance for loan losses,
management deemed the remaining allowance of $1,134,305 adequate to cover any
potential future write-offs of loan assets.

Net investment income increased by $439,245 for the year ended December 31,
1997 compared to 1996. The majority of this increase was in interest income
from mortgage notes resulting from the acceleration of deferred income into
the current year relating to the early repayment of several loans. The
remainder of the increase resulted from prepayment premiums associated with
these early payments, the higher average loan balance of loans outstanding
and the reduction of operating expenses.

The allowance for loan losses decreased by $215,163 at December 31, 1997
relating to the partial charge-off of a loan on an apartment project located
in the City of Detroit. The discounted loan repayment was received by the
Company in January 1998. After evaluation of the loan portfolio and the
associated allowance for loan losses, management deemed the remaining
allowance of $1,384,837 at December 31, 1997 adequate to cover any potential
future write-offs of loan assets.

Accounts payable at December 31, 1997 compared to 1996, decreased by
$1,939,524 relating primarily to the completion of payments due to minority
shareholders whose stock was redeemed in connection with the reorganization.

The decrease in operating expenses of approximately $290,000 for the year
ended December 31, 1996 compared to 1995 was primarily a result of $313,000
of costs associated with the Company's restructuring into a limited liability
company incurred in 1995.

Liquidity and Capital Resources, Class A Membership Interests

The liquid assets of the Class A Membership Interests, including cash and
marketable securities, decreased by $2,503,063 to $14,401,373 at December 31,
1998. This decrease resulted primarily from the temporary funding of Pool B
due to a high level of loan activity in December 1998. The B Pool reimbursed
the A Pool $4.4 million in January 1999.

Accrued interest and other receivables decreased by $142,658 to $183,216 at
December 31, 1998. This decrease resulted primarily from a change in
investment strategy from bonds to mutual funds.

Other assets increased by $51,207 to $62,339 at December 31, 1998. This
increase is due to the prepayment of insurance premiums.


                                      6

<PAGE>

The Company makes quarterly distributions of net income in accordance with
the Operating Agreement of the Company. During 1998, the Company distributed
approximately $2,656,000 with respect to Class A Membership Interests of 1998
cash income as defined in the Company's Operating Agreement. During 1999, the
Company will make its final distribution of 1998 net cash income with respect
to Class A Membership Interests of approximately $758,000.

Financial Condition and Results of Operation, Class B Membership Interests

Net investment income decreased by $311,738 for the year ended December 31,
1998 compared to 1997. This decrease was due primarily to the adoption of
Statement of Position (SOP) 98-5, Reporting on the costs of start-up
activities and establishing a loan loss reserve.

Proceeds of $22,500,000 from the offering of Class B Membership Interests
were received by the Company on December 6, 1996. At December 31, 1996, these
funds were invested in cash and cash equivalents. During 1997, the majority
of these funds were invested in marketable securities while the Company
sought to find suitable mortgage investments.

Net investment income increased by $1,210,314 for the year ended December 31,
1997 compared to 1996. This increase results primarily from having the funds
invested for the full year of 1997 compared to 26 days in 1996. The higher
yield of the investments in 1997 also contributed to the increase.

Operating expenses increased by $119,680 during 1997. This increase results
primarily from having a full year of general, administrative and amortization
expense versus 26 days in the prior year. The Company's Operating Agreement
specifies that expenses not directly attributable to either Class A
Membership Interests nor Class B Membership Interests will be equitably
allocated based on the proportion of mortgage investments relating to each
class. Since the Class B Membership Interests had no mortgage investments
during 1997, no indirect expenses were allocated to the Class B Investment
pool during 1997.

Liquidity and Capital Resources, Class B Membership Interests

The liquid assets of the Class B Membership Interests, including cash and
marketable securities, decreased by $9,187,725 to $13,337,757 at December 31,
1998. The decrease resulted primparily from an increase in mortgage lending.

The Company makes quarterly distributions of net cash income to Class B
Members in accordance with the Operating Agreement of the Company. During
1998, the Company distributed approximately $1,009,565 to Class B Members of
1998 cash income as defined in the Company's Operating Agreement. During
1999, the Company will make its final distribution of 1998 cash income to
Class B Members of approximately $372,000.


                                      7

<PAGE>

Market Risk

Market risk is the risk of loss arising from adverse changes in market prices
and interest rates. The Company's earnings can be affected significantly by
the movement of interest rates, which is the primary component of market risk
to the Company. The interest rate risk affects the value of the mortgage
loans and investment securities and impacts interest income related to those
loans and investments subject to variable interest rates. The Company does
not have any interest bearing liabilities thus, impact of interest rate risk
from matching of interest-bearing assets and interest-bearing liabilities is
not pertinent. The following table shows the Company's expected maturities of
its mortgage loans and investment securities:

<TABLE>
<CAPTION>
                                                                  Expected Maturities
                                   ----------------------------------------------------------------------------------
                                      1999          2000           2001           2002         2003        Thereafter
                                      ----          ----           ----           ----         ----        ----------
<S>                                <C>            <C>           <C>             <C>          <C>           <C>
MORTGAGE NOTES
  Mortgage notes - variable rate   $ 4,238,419    $     --      $     --        $   --       $     --      $      --
    Average interest rate                  7.1%         --  %         --  %         --  %          --  %          -- %
  Mortgage notes - fixed rate      $ 1,122,986    $4,095,326    $2,716,644      $967,661     $1,040,427    $29,661,078
    Average interest rate                 10.0%          8.7%          8.6%          7.3%           7.4%           7.5%
INVESTMENT SECURITIES
  U. S. Treasury notes             $   674,187    $1,517,340    $     --        $   --       $     --      $      --
    Average interest rate                  6.4%          5.5%         --  %         --  %          --  %          --  %
  Short-term bond fund             $13,180,734    $     --      $     --        $   --       $     --      $      --
    Average interest rate                  5.3%         --  %         --  %         --  %          --  %          --  %
</TABLE>

In the normal course of business the Company also faces risks that are either
nonfinancial or nonquantifiable. Such risks principally include credit risk.
The Company does not maintain a trading portfolio, As a result, the Company
is not exposed to market risk as it relates to trading activities. The
Company currently does not enter into any hedging activities.


Readiness for the Year 2000

The Company has evaluated the potential impact of the Year 2000 on its
computer-based financial and management information systems. While the
Company is prepared to devote the necessary resources to resolve any problems
that may arise, the preliminary evaluation indicates that the impact to the
Company of the Year 2000 will be minimal and that the transition to the Year
2000 can be managed with little effect on the Company's business, its cost of
operations or financial prospects.


Future Business Prospects

Since the Company conducts all of its business in southeastern Michigan, the
future financial results of the Company are highly dependent on the local
economy in general and the real estate market specifically in southeastern
Michigan. While the southeast Michigan economy has historically been driven
by the automotive industry, the local economy has made significant progress
in diversifying into new industries over the last several years. Nonetheless,
the state of the automotive industry still has a significant impact on the
southeast Michigan economy.


                                      8

<PAGE>

Over the last five years, the southeast Michigan region and the automotive
industry have both seen very positive economic results and trends. Employment
levels are at record levels and inflation is very moderate. Under these
economic conditions, the Company is seeing a large increase in the level of
real estate development in the region and expects to participate in this
influx of development by making real estate loans in support of these new
developments. While the Company's future prospects will always be subject to
the cyclical nature of real estate markets and the automotive industry, the
strength of the Company's existing portfolio and the quality of new business
opportunities the Company is pursuing have both improved significantly during
the last year, suggesting positive future trends for the financial results of
the Company.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required under this item is contained in Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

The financial statements of the Company, consisting of balance sheet,
statement of operations, statements of members'/shareholders' equity,
statement of cash flows and the notes to financial statements, are set forth
in the separate financial section which begins on page F-1 and is
incorporated herein by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

Effective December 1, 1997, Plante & Moran, L.L.P. was appointed as the
Company's principal accountant to audit its financial statements for the
years ending December 31, 1998 and 1997. The decision to change accountants
was approved by the Executive and Audit Committees of the Company's Managing
Board following a bidding process.

There were no disagreements on any matter of accounting principles, practices
or financial statement disclosure between the Company and Plante & Moran,
L.L.P. for the years ended December 31, 1998 and 1997.

Coopers & Lybrand L.L.P. had been previously engaged as the principal
accountant to audit the financial statements of the Company and its
predecessor in interest, the Corporation.

Coopers & Lybrand L.L.P.'s reports on the financial statements of the Company
and the Corporation for the 1996 fiscal year did not contain an adverse
opinion or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope, or accounting principles. Further, during the last
fiscal year of the Company and its predecessor, the Corporation, and during
the subsequent interim period, there were no disagreements with Coopers &
Lybrand L.L.P. on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement(s),
if not resolved to the satisfaction of Coopers & Lybrand L.L.P., would have
caused it to make reference to the subject matter of the disagreement(s) in
connection with its report.

                                      9

<PAGE>
                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Managing Board Members

Pursuant to the terms of the Company's Operating Agreement, the Company's
Managing Board Members are appointed from time to time by the Company's
Member-Managers. The Company's Member-Managers are (1) those Members with a
Total Percentage Interest (as defined in the Operating Agreement) at least
equal to the Minimum Percentage (defined as a Total Percentage Interest which
represents a positive Adjusted Capital Account Balance of $2,500,000), and
(2) to the extent not previously taken into account, those Class A Members
(but excluding their assignees) which held sufficient shares of Metropolitan
Realty Corporation's common stock immediately prior to the initial capital
contribution of the Class A Members to elect at least one director at an
annual meeting of the shareholders of Metropolitan Realty Corporation, and in
either case which have not declined in writing to serve as Member-Managers.

Each Member-Manager is entitled, but is not required, to appoint the greater
of one (1) Managing Board Member to the Managing Board or that number
obtained by dividing such Member-Manager's Total Percentage Interest by the
Minimum Percentage, rounded down to the nearest whole number. The Managing
Board will consist of that number of Managing Board Members appointed from
time to time by the Member-Managers of the Company, but in no event will the
number of Managing Board Members be fewer than three (3) or greater than
forty (40). The Company's Operating Agreement also permits the appointment by
the Managing Board of a limited number of at-large Managing Board Members. A
Managing Board Member may resign by written notice to the Company. A
Member-Manager may at any time, upon written notice to the Managing Board,
replace one of its appointees to the Managing Board, or fill an opening on
the Managing Board (i) which exists because it did not appoint the full
number of Managing Board Members to which it is entitled, (ii) which was
created by the death, resignation or removal by such Member-Manager of a
Managing Board Member which it had previously appointed, or (iii) which was
created by an increase in such Member-Manager's Total Percentage Interest.


                                     10


<PAGE>


The following table sets forth those Member-Managers of the Company which
have appointed Managing Board Members, and the Managing Board Members which
have been appointed by them.


                                                        Appointee(s) to the
        Member-Manager                                    Managing Board
============================================================================
Daimler Chrysler Corporation Master Retirement Trust   Mark Schmid
                                                       F. Thomas Lewand
                                                       Kenneth L. Hollowell
                                                       Marc Stepp
                                                       Ernest Lofton
----------------------------------------------------------------------------
Ford Motor Company                                     Wayne S. Doran
                                                       Robert G. Jackson
----------------------------------------------------------------------------
Operating Engineers Local 324 Pension Fund             Daniel L. Boone
                                                       Jeffrey A. Heldt
                                                       David B. Hanson
----------------------------------------------------------------------------
State of Michigan, Public School Employees             R. Douglas Trezise
----------------------------------------------------------------------------
Policemen & Firemen Retirement System                  Michael Nevin
of the City of Detroit                                 Nicholas H. Degel
                                                       Thomas Zdrodowski
----------------------------------------------------------------------------
General Retirement System of the City of Detroit       Harold Smith
----------------------------------------------------------------------------
Macomb County Employees Retirement System              David M. Diegel
----------------------------------------------------------------------------
Wayne County Retirement System                         Ronald C. Yee
----------------------------------------------------------------------------
Michigan National Corporation                          Douglas E. Ebert
                                                       Richard C. Webb
----------------------------------------------------------------------------
Blue Cross and Blue Shield of Michigan                 Robert H. Naftaly
                                                       Mark R. Bartlett
----------------------------------------------------------------------------
At Large                                               Robert J. Lee
                                                       Richard P. Kughn
                                                       Frank D. Stella
----------------------------------------------------------------------------

                                     11


<PAGE>


The following table sets forth certain information regarding each Managing
Board Member, including name, age, principal occupation for the past five
years, other directorships with publicly-owned companies or with public
institutions and term of service as a Managing Board Member of the Company.
The information set forth in the table was provided to the Company by each
Managing Board Member.

<TABLE>
<CAPTION>
                                                                                     Has Served
                                                                                   as a Managing
                                                                                    Board Member
   Name and Age                        Principal Occupation                            Since*
   ------------                        --------------------                        -------------
<S>                          <C>                                                     <C>
Mark R. Bartlett, 38         Vice President - Chief Financial Officer, 1996
                             to present, Vice President - Controller, 1994 to
                             1996, Director - Financial Accounting, 1989 to
                             1994, Blue Cross and Blue Shield of Michigan.           1996(2)(4)

Daniel L. Boone, 50          Vice President - International Union of
                             Operating Engineers Local 324, a labor
                             organization, since 1987.                               1991(2)(4)

Nicholas H. Degel, 50        Assistant Administrative Supervisor, Detroit
                             Police & Fire Retirement System, a public
                             retirement system.                                      1996(3)(4)

David M. Diegel, 53          Finance Director, Macomb County, Michigan,
                             serving as its Chief Financial Officer since
                             1984. Currently serves as Secretary to the
                             Macomb County Employees Retirement Commission
                             and as an ex-officio member of the Macomb County
                             Criminal Justice Building Authority.                    1993(2)

Wayne S. Doran, 64           Chairman of the Board of Ford Motor Land
                             Development Corp., a real estate development
                             company, since 1978.                                    1988(1)

Douglas E. Ebert, 53         Chief Executive Officer, 1995 to present, and
                             President and Chief Operating Officer, 1993 to
                             1995, Michigan National Corporation, a bank
                             holding company.                                        1996(2)

David B. Hanson, 52          Senior Vice President, Walbridge Aldinger, a
                             construction management and general contractor,
                             since 1995. Vice President and General Manager
                             of Turner Construction Co., a construction
                             management company and general contractor, from
                             1984 to 1995. Serves on the Boards of Directors
                             of Greater Detroit Chamber of Commerce and
                             Contractors, and Boys Hope, Detroit. Director
                             and Treasurer of the Associated General
                             Contractors of Detroit.                                 1994(2)

Jeffrey A. Heldt, 50         Attorney since 1973, self-employed since 1989.          1996(1)

Kenneth L. Hollowell, 54     Secretary - Treasurer, Teamsters Local Union
                             #247, since March 1988. Served as member, Policy
                             Committee of the Central Conference of Teamsters
                             from 1992 to 1994. Board member Economic
                             Alliance of Michigan. Member of Police
                             Commissioners, City of Detroit, 1994 to 1998.           1992(2) 



                                     12

<PAGE>
<CAPTION>
                                                                                     Has Served
                                                                                   as a Managing
                                                                                    Board Member
   Name and Age                        Principal Occupation                            Since*
   ------------                        --------------------                        -------------
<S>                          <C>                                                     <C>
Robert G. Jackson, 67        Retired. Formerly served as President from 1985 to 
                             1996, and Executive Vice President from 1977 to 1985,
                             of Ford Motor Land Development Corp., a real estate
                             development company.                                    1988

Richard P. Kughn, 69         Chairman of the Board of the Company since July
                             1989. Chairman and President of Kughn
                             Enterprises, a real estate development and asset
                             management company, since 1979. Chairman
                             Emeritus and minority owner of Lionel L.L.C.
                             Serves as the Chairman of the Board AAA
                             Michigan/Wisconsin and is President of the
                             University Cultural Center Association. Serves
                             on the Board of Trustees of the University of
                             Detroit Mercy. Serves on the Board of Directors
                             of Detroit Chamber of Commerce and the Henry
                             Ford Museum and Greenfield Village.                     1987(1)

Robert J. Lee, 52            Secretary - Treasurer, Michigan State Building
                             and Construction Trades Council. Previously
                             served as a Field Representative for the Council
                             from 1985 to October 1996. Pipe fitter by trade.        1996

F. Thomas Lewand, 52         Partner, Bodman, Longley & Dahling LLP since
                             1992, a Detroit, Michigan-based law firm. Serves
                             as a Trustee of the University of Detroit Mercy
                             and numerous community associations.                    1988(1)

Ernest Lofton, 67            Retired. Former Vice President, UAW
                             International Union, Director of the UAW
                             National Ford Department and Director of the UAW
                             Michigan Community Action Program Department
                             from 1989-1999.                                         1991

Robert H. Naftaly, 61        Executive Vice President and Chief Operating
                             Officer of Blue Cross and Blue Shield of
                             Michigan, since 1988. Serves on numerous
                             national and community associations.                    1989(1)(3)

Michael Nevin, 34            Treasurer, Firefighter's Union Local #344 since
                             January 1996. Firefighter, City of Detroit, and
                             representative of Firefighter's Union Local #344
                             since 1991.                                             1996(2)

Mark Schmid, 39              Treasurer of the Company since 1997; Director,
                             Pension Fund Investments for Daimler Chrysler
                             Corporation, where he has been responsible for
                             investment of the benefit fund assets of Daimler
                             Chrysler Corporation since 1997.                        1997(1)(3)


                                     13

<PAGE>

<CAPTION>
                                                                                     Has Served
                                                                                   as a Managing
                                                                                    Board Member
   Name and Age                        Principal Occupation                            Since*
   ------------                        --------------------                        -------------
<S>                          <C>                                                     <C>
Harold Smith, 58             Retired. Former Chief City Planner, City of
                             Detroit Planning Department, for 31 years.              1995(2)

Frank D. Stella, 79          Founder (in 1946), Chairman and Chief Executive
                             Officer of the F.D. Stella Products Company and
                             Chairman of F.D. Stella International New York,
                             engaged in design and distribution of food
                             service and dining equipment. Director and
                             Member of Executive Committee of the Detroit
                             Symphony Orchestra Hall, past Chairman of the
                             Board of Merrill Palmer Institute of Wayne State
                             University and Director of Michigan Opera
                             Theatre, Director of the Economic Club of
                             Detroit.                                                1987(4)

Marc Stepp, 76               Executive Director, Institute for Urban and
                             Community Affairs, University of Detroit Mercy.
                             Previously served as Vice President of the
                             International United Auto Workers (UAW) since
                             1974.                                                   1987

R. Douglas Trezise, 74       Retired. Previously served as Deputy State
                             Treasurer, Michigan Department of Treasury, from
                             1975 to 1990. Chairman of State Employees'
                             Retirement Board.                                       1991(3)

Richard C. Webb, 59          Head of Commercial Financial Services, Michigan
                             National Bank, a banking corporation. Previously
                             held the positions of Senior Executive Vice
                             President of Michigan National Bank; Executive
                             Vice President of Michigan National Bank.               1996(1)

Ronald C. Yee, 46            Director of Wayne County Employees' Retirement
                             System, Executive Secretary to the Wayne County
                             Employees Retirement System.                            1991(2)(3)

Thomas Zdrodowski, 58        Administrative Supervisor, Policemen & Firemen
                             Retirement System of the City of Detroit, since
                             1988.                                                   1996
<FN>
*  Service as a Managing Board Member prior to December 6, 1996 was as a
   director of Metropolitan Realty Corporation, the Company's predecessor in
   interest.

(1) Member of the Executive Committee
(2) Member of the Loan Committee
(3) Member of the Audit Committee
(4) Member of the Nominating Committee
</TABLE>

                                     14

<PAGE>

Executive Officers

The table below sets forth certain information concerning the Company's
executive officers.

============================================================================
Name                  Age    Office                      Time in Office**
----                  ---    ------                      ----------------
Richard P. Kughn*      69    Chairman of the Board       Since July 1989
Harold Smith*          58    Vice Chairman of the Board  Since December 1996
Robert G. Jackson*     66    President                   Since December 1996
Robert J. Lee          52    Secretary                   Since December 1996
Mark Schmid*           39    Treasurer                   Since December 1997
Ronald C. Yee          46    Vice President              Since July 1997
============================================================================

 * For a discussion of the officers' principal occupation and business
   experience during the past five (5) years, see the information provided
   under "Managing Board Members" above.

** Service in such office prior to December 1996 was with Metropolitan Realty
   Corporation.


ITEM 11. EXECUTIVE COMPENSATION

Robert G. Jackson became the President and Chief Executive Officer of the
Company on December 6, 1996 concurrently with the consummation of the
restructuring of the Company. Mr. Jackson received consulting fees of $8,126
in 1998. The Operating Agreement of the Company provides that the salaries of
all officers of the Company shall be fixed by the Managing Board. No cash or
other compensation was paid to any other executive officer of the Company for
services performed during 1998, except to the extent any such individual may
have been reimbursed for out-of-pocket expenses incurred in connection with
his duties as a member of the Managing Board or a committee thereof.

The Operating Agreement of the Company provides that no Managing Board Member
is entitled to compensation for serving as a Managing Board Member in
connection with regular or special meetings of the Managing Board. The
Managing Board Members may, by the affirmative vote of a majority of the
Managing Board Members in office, reimburse Managing Board Members and
committee members for their reasonable out-of-pocket expenses incurred in
connection with their duties and may establish reasonable compensation of
Managing Board Members for serving as a member of any committee established
by the Managing Board. To date, the Company has not paid any compensation to
any Managing Board Member for serving as a member of any committee.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Certain Beneficial Owners of Class A Membership Interests

The following table sets forth certain information regarding the entities
which, to the Company's knowledge and belief, were the beneficial owners of
more than five percent (5%) of the Company's outstanding Class A Membership
Interests as of December 31, 1998.

                                     15

<PAGE>
                         CLASS A MEMBERSHIP INTERESTS
----------------------------------------------------------------------------
                                                        Nature of
                                                        Beneficial  Percent
Name and Address of Beneficial Owner                    Ownership   of Class
============================================================================
Daimler Chrysler Corporation Master Retirement Trust
1000 Chrysler Drive                                           (1)     18.20%
Auburn Hills, MI  48326
----------------------------------------------------------------------------
Ford Motor Company
Ford Motor Company World Headquarters                         (1)     17.64%
The American Road
Dearborn, MI  48121
----------------------------------------------------------------------------
Operating Engineers Local 324 Pension Fund
37450 Schoolcraft, Suite 110                                  (1)     11.53%
Livonia, MI  48150
----------------------------------------------------------------------------
Board of Trustees                                             (1)     5.23%
General Retirement Systems of Detroit
908 City County Building
Detroit, MI  48226
----------------------------------------------------------------------------
Board of Trustees                                             (1)     5.23%
Policemen & Firemen Retirement System of the City of Detroit
908 City County Building
Detroit, MI  48226
----------------------------------------------------------------------------
State Treasurer of the State of Michigan,                     (1)     5.01%
State Employees Retirement System
900 Tower Drive - Annex
Troy, MI  48098
----------------------------------------------------------------------------
State Treasurer of the State of Michigan,                     (1)     10.01%
Public School Employees Retirement System
900 Tower Drive - Annex
Troy, MI  48098
----------------------------------------------------------------------------
Macomb County Employees Retirement System                     (1)     5.23%
P.O. Box 9088
27777 Inkster Road
Farmington Hills, MI  48333
----------------------------------------------------------------------------
Wayne County Retirement System                                (1)     5.23%
400 Monroe Street
Detroit, MI  48226
----------------------------------------------------------------------------
NBD Bancorp, Inc.                                             (1)     5.19%
611 Woodward 3rd Floor
Detroit, MI  48226-3408
----------------------------------------------------------------------------

(1)  Reflects Class A Membership Interests held of record or beneficially as
     to which the named beneficial owner exercises sole voting and investment
     power.

                                     16

<PAGE>
Certain Beneficial Owners of Class B Membership Interests

The following table sets forth certain information regarding the entities
which, to the Company's knowledge and belief, were the beneficial owners of
more than five percent (5%) of the Company's outstanding Class B Membership
Interests as of December 31, 1998.

                         CLASS B MEMBERSHIP INTERESTS
----------------------------------------------------------------------------
                                                        Nature of
                                                        Beneficial  Percent
Name and Address of Beneficial Owner                    Ownership   of Class
============================================================================
Daimler Chrysler Corporation Master Retirement Trust
1000 Chrysler Drive                                           (1)    22.12%
Auburn Hills, MI  48326
---------------------------------------------------------------------------
Michigan National Corporation
27777 Inkster Road                                            (1)    22.12%
Farmington Hills, MI  48333-9065
---------------------------------------------------------------------------
Blue Cross and Blue Shield of Michigan
600 East Lafayette #2105                                      (1)    22.12%
Detroit, MI  48226
---------------------------------------------------------------------------
Policemen & Firemen Retirement System of the City of Detroit
908 City County Building                                      (1)    22.12%
Detroit, MI  48226
---------------------------------------------------------------------------
Operating Engineers Local 324 Pension Fund
37450 Schoolcraft, Suite 110                                  (1)    11.06%
Livonia, MI  48150
---------------------------------------------------------------------------

(1)  Reflects Class B Membership Interests held of record or beneficially
     as to which the named beneficial owner exercises sole voting and
     investment power.

Management

The Company's Managing Board Members and executive officers are not the
record holders of any of the Company's Class A Membership Interests or Class
B Membership Interests.

Richard C. Webb, a Managing Board Member, is an executive officer of Michigan
National Corporation, the Member-Manager which appointed him, and, in such
capacity, may be deemed to be the beneficial owner of the 22% Class B
Membership Interest owned of record by Michigan National Corporation, in that
he may have or share voting power or investment power over such membership
interest. Mr. Webb disclaims any beneficial interest in the Class B
Membership Interest owned of record by Michigan National Corporation.

                                     17


<PAGE>


Douglas E. Ebert, a Managing Board Member, is an executive officer of
Michigan National Corporation, the Member-Manager which appointed him, and,
in such capacity, may be deemed to be the beneficial owner of the 22% Class B
Membership Interest owned of record by Michigan National Corporation, in that
he may have or share voting power or investment power over such membership
interest. Mr. Webb disclaims any beneficial interest in the Class B
Membership Interest owner of record by Michigan National Corporation.

Robert H. Naftaly, a Managing Board Member, is an executive officer of Blue
Cross and Blue Shield of Michigan, the Member-Manager which appointed him,
and, in such capacity, may be deemed to be the beneficial owner of the 22%
Class B Membership Interest owned of record by Blue Cross and Blue Shield of
Michigan, in that he may have or share voting power or investment power over
such membership interest. Mr. Naftaly disclaims any beneficial interest in
the Class B Membership Interests owned of record by Blue Cross and Blue
Shield of Michigan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Robert G. Jackson became the President and Chief Executive Officer of the
Company on December 6, 1996, concurrently with the consummation of the
restructuring of the Company. Mr. Jackson received consulting fees of $8,126
in 1998. No cash or other compensation was paid to any other executive
officer of the Company for services performed during 1998, except to the
extent any such individual may have been reimbursed for out-of-pocket
expenses incurred in connection with his duties as a member of the Managing
Board or a committee thereof.

NBD Bancorp, Inc. (NBD) is the record holder of a 5.2% Class A Membership
Interest of the Company. The Company and NBD Bank, N.A. (formerly National
Bank of Detroit) (the "Bank"), a wholly owned subsidiary of NBD, entered into
an Investment Management Service Agreement (the "Investment Agreement") dated
February 15, 1989, pursuant to which the Bank manages certain of the
Company's short-term investments. The Investment Agreement may be terminated
by either the Company or the Bank upon a thirty (30) day written notice. The
Bank is compensated by the Company for its services based on the average
daily market value of the Company's portfolio, with a minimum annual charge
of $5,000.

Fees aggregating $92,887 were earned by the Bank in 1998 for services
provided under the Investment Agreement, as well as other services.

The Company made a $4,376,000 mortgage loan in 1989 to Walbridge Aldinger, a
construction management company and general contractor of which Mr. Hanson, a
Managing Board Member since 1994, became senior vice president in January
1995. The mortgage loan was paid in 1998.

Bodman, Longley & Dahling LLP provides legal services to the Company. Mr.
Lewand, a Managing Board Member, is a partner in Bodman, Longley & Dahling
LLP. Fees for legal services amounted to $83,517 for the year ended December
31, 1998 of which $47,082 related to costs associated with the underwriting
of loans and paid by the borrower.

                                     18

<PAGE>


                                   PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

A.       Documents Filed as Part of Report. The following documents are filed
         as part of this report.

1.       A list of the financial statements required to be filed as part of
         this Form 10-K are shown in the "Index to the Financial Statements"
         filed herewith.

2.       A list of the exhibits required by Item 601 of the Regulation S-K to
         be filed as a part of this Form 10-K are shown in the "Index to
         Exhibits" filed herewith.

                                     19

<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.

Dated: March 29, 1999

METROPOLITAN REALTY COMPANY, L.L.C.

By:        /s/ Robert G. Jackson
         ----------------------------
         Robert G. Jackson, President
         (Principal Executive Officer and Principal Financial Officer)

And By:    /s/ Mark Schmid.
         ----------------------------
         Mark Schmid, Treasurer

                                     20

<PAGE>


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                                Title                  Date
---------                                                -----                  ----
<S>                                               <C>                       <C>

/s/ Robert G. Jackson                             Attorney-in-Fact          March 29, 1999
---------------------------------------
*

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
Mark R. Bartlett

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
Daniel L. Boone

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
Nicholas H. Degel

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
David M. Diegel

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
Wayne S. Doran

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
Douglas E. Ebert

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
Mark Schmid

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
David B. Hanson

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
Jeffrey A. Heldt

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
Kenneth L. Hollowell

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
Robert G. Jackson

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
Richard P. Kughn

                                     21


<PAGE>

<CAPTION>
Signature                                                Title                  Date
---------                                                -----                  ----
<S>                                               <C>                       <C>

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
Robert J. Lee

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
F. Thomas Lewand

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
Ernest Lofton

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
Robert H. Naftaly

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
Michael Nevin

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
Harold Smith

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
Frank D. Stella

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
Marc Stepp

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
R. Douglas Trezise

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
Richard C. Webb

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
Ronald C. Yee

                      *                           Managing Board Member     March 29, 1999
---------------------------------------
Thomas Zdrodowski
</TABLE>

                                     22

<PAGE>


Metropolitan Realty Company, L.L.C.
=============================================================================


                                   Contents


Report Letters                                                    F-2 - F-3


Financial Statements

    Balance Sheet                                                    F-4

    Statement of Income                                              F-5

    Statement of Changes in Members'/Stockholders' Equity         F-6 - F-7

    Statement of Cash Flows                                          F-8

    Notes to Financial Statements                                F-9 - F-23



                                     F-1



<PAGE>
                    [ Letterhead of Plante & Moran, LLP ]


                         Independent Auditor's Report



To the Managing Board and Member Managers
Metropolitan Realty Company, L.L.C.


We have audited the accompanying balance sheet of Metropolitan Realty
Company, L.L.C. as of December 31, 1998 and 1997 and the related statements
of income, changes in members'/stockholders' equity and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Metropolitan Realty Company,
L.L.C. as of December 31, 1998 and 1997 and the results of its operations and
its cash flows for the years then ended, in conformity with generally
accepted accounting principles.



                                                      /s/ Plante & Moran, LLP



Bloomfield Hills, Michigan
February 23, 1999


                                     F-2



<PAGE>

[letterhead]

PricewaterhouseCoopers[logo]
------------------------------------------------------------------------------
                                             PricewaterhouseCoopers LLP
                                             400 Renaissance Center
                                             Detroit, MI 48243-1507
                                             Telephone (313) 446-7100
                                             Facsimile (313) 446-7117

Report of Independent Accountants


To the Managing Board and Member Managers
Metropolitan Realty Company, L.L.C.:

In our opinion, the accompanying statements of income, changes in members'/
stockholders' equity and cash flows present fairly, in all material respects,
the results of operations and cash flows of Metropolitan Realty Company,
L.L.C. for the year ended December 31, 1996, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audit. We conducted our
audit of these statements in accordance with generally accepted auditing 
standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of 
material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.


/s/ PricewaterhouseCoopers LLP

March 24, 1997



                                     F-3


<PAGE>
Metropolitan Realty Company, L.L.C.
=============================================================================
                                                                Balance Sheet

<TABLE>
<CAPTION>
                                                                             December 31
                                         --------------------------------------------------------------------------------------
                                                           1998                                            1997
                                         ------------------------------------------   -----------------------------------------
                                           Class A         Class B                       Class A        Class B
                                            Member          Member                        Member         Member
                                           Interest        Interest         Total        Interest       Interest        Total
                                           --------        --------         -----        --------       --------        -----
<S>                                      <C>            <C>            <C>            <C>            <C>            <C>
                  Assets

Cash and cash equivalents                $  1,220,639   $     77,768   $  1,298,407   $  3,782,819   $  1,541,231   $  5,324,050
Investment securities                      13,180,734     13,259,989     26,440,723     13,121,617     20,984,251     34,105,868
Mortgage notes receivable:
   Unaffiliated                            25,476,755     13,842,481     39,319,236     23,801,098           --       23,801,098
   Affiliated                                    --             --             --        4,141,997           --        4,141,997
   Allowance for loan losses               (1,134,305)      (139,421)    (1,273,726)    (1,384,837)          --       (1,384,837)
                                         ------------   ------------   ------------   ------------   ------------   ------------

        Total mortgage notes receivable    24,342,450     13,703,060     38,045,510     26,558,258           --       26,558,258

Accrued interest and other receivables        183,216         90,708        273,924        325,874         94,396        420,270
Other assets                                   62,339           --           62,339         11,132        356,638        367,770
                                         ------------   ------------   ------------   ------------   ------------   ------------
        Total assets                     $ 38,989,378   $ 27,131,525   $ 66,120,903   $ 43,799,700   $ 22,976,516   $ 66,776,216
                                         ============   ============   ============   ============   ============   ============

    Liabilities and Members' Equity

Liabilities
   Accounts payable                      $     59,382   $      8,267   $     67,649   $    106,547   $     14,130   $    120,677
   Due to (from)                           (4,440,146)     4,440,146           --           42,028        (42,028)          --
   Deferred income                               --             --             --           22,500         45,000         67,500
   Deposits from borrowers for
     property taxes                            32,571           --           32,571        114,431           --          114,431
   Other                                        1,553           --            1,553            883           --              883
                                         ------------   ------------   ------------   ------------   ------------   ------------
        Total liabilities                  (4,346,640)     4,448,413        101,773        286,389         17,102        303,491

Members' Equity
   Class A members' equity                 43,286,346           --       43,286,346     43,564,552           --       43,564,552
   Class B members' equity                       --       22,599,953     22,599,953           --       22,936,275     22,936,275
   Accumulated other comprehensive
     income (loss) (Note 2)                    49,672         83,159        132,831        (51,241)        23,139        (28,102)
                                         ------------   ------------   ------------   ------------   ------------   ------------
        Total members' equity              43,336,018     22,683,112     66,019,130     43,513,311     22,959,414     66,472,725
                                         ------------   ------------   ------------   ------------   ------------   ------------
        Total liabilities and
          members' equity                $ 38,989,378   $ 27,131,525   $ 66,120,903   $ 43,799,700   $ 22,976,516   $ 66,776,216
                                         ============   ============   ============   ============   ============   ============
<FN>
See Notes to Financial Statements.
</TABLE>


                                     F-4



<PAGE>


Metropolitan Realty Company, L.L.C.
=============================================================================
                                                          Statement of Income

<TABLE>
<CAPTION>
                                                                       Year Ended December 31
                                             ------------------------------------------------------------------------------
                                                            1998                                      1997
                                             --------------------------------------   -------------------------------------
                                               Class A      Class B                     Class A      Class B
                                                Member       Member                      Member       Member
                                               Interest     Interest       Total        Interest     Interest       Total
                                               --------     --------       -----        --------     --------       -----
<S>                                          <C>          <C>           <C>           <C>          <C>          <C>
Revenue
   Interest income:
      From mortgage notes, unaffiliated      $ 2,306,890  $   361,131   $ 2,668,021   $ 2,615,038  $      --    $ 2,615,038
      From mortgage notes, affiliated            104,841         --         104,841       385,097         --        385,097
   Investment income                           1,159,874    1,186,771     2,346,645     1,054,563    1,398,505    2,453,068
   Miscellaneous income                          127,654       12,925       140,579       241,501        5,667      247,168
                                             -----------  -----------   -----------   -----------  -------      -----------
         Total revenue                         3,699,259    1,560,827     5,260,086     4,296,199    1,404,172    5,700,371

Operating Expenses
   General and administrative                    242,090       97,599       339,689       483,695       40,634      524,329
   Amortization of organization costs               --           --            --            --         84,631       84,631
   Provision for loan losses                        --        139,421       139,421          --           --           --
                                             -----------  -----------   -----------   -----------  -------      -----------
         Total operating expenses                242,090      237,020       479,110       483,695      125,265      608,960
                                             -----------  -----------   -----------   -----------  -------      -----------
Net Investment Income - Before cumulative
   effect of change in accounting principle    3,457,169    1,323,807     4,780,976     3,812,504    1,278,907    5,091,411

Cumulative Effect of Change in Accounting
   Principle (Note 2)                               --       (356,638)     (356,638)         --           --           --
                                             -----------  -----------   -----------   -----------  -------      -----------
Net Investment Income                        $ 3,457,169  $   967,169   $ 4,424,338   $ 3,812,504  $ 1,278,907  $ 5,091,411
                                             ===========  ===========   ===========   ===========  ===========  ===========

<CAPTION>
                                                       Year Ended December 31
                                              ---------------------------------------
                                                               1996
                                              ---------------------------------------
                                                Class A       Class B
                                                 Member        Member
                                                Interest      Interest        Total
                                                --------      --------        -----
<S>                                           <C>           <C>           <C>
Revenue
   Interest income:
      From mortgage notes, unaffiliated       $ 2,407,234   $      --     $ 2,407,234
      From mortgage notes, affiliated             389,732          --         389,732
   Investment income                            1,020,763        74,178     1,094,941
   Miscellaneous income                           107,671          --         107,671
                                              -----------   -----------   -----------
         Total revenue                          3,925,400        74,178     3,999,578

Operating Expenses
   General and administrative                     552,141          --         552,141
   Amortization of organization costs                --           5,585         5,585
   Provision for loan losses                         --            --            --
                                              -----------   -----------   -----------
         Total operating expenses                 552,141         5,585       557,726
                                              -----------   -----------   -----------
Net Investment Income - Before cumulative
   effect of change in accounting principle     3,373,259        68,593     3,441,852

Cumulative Effect of Change in Accounting
   Principle (Note 2)                                --            --            --
                                              -----------   -----------   -----------
Net Investment Income                         $ 3,373,259   $    68,593   $ 3,441,852
                                              ===========   ===========   ===========
<FN>
See Notes to Financial Statements.
</TABLE>

                                     F-5



<PAGE>
Metropolitan Realty Company, L.L.C.
-----------------------------------------------------------------------------
                        Statement of Changes in Members'/Stockholders' Equity
<TABLE>
<CAPTION>
                                                                                                  Accumulated
                                                          Common Stock             Additional        Other
                                                    -------------------------       Paid-in      Comprehensive
                                                      Shares        Amount          Capital         Income
                                                    ---------    ------------    ------------    -------------
<S>                                                <C>           <C>             <C>             <C>
Balance - December 31, 1995                         4,532,169    $     45,322    $ 43,355,529    $     47,690

Comprehensive income (Note 2):
   Net investment income - January 1, 1996
      through December 6, 1996                           --              --              --              --
   Change in unrealized holding losses on
      investment securities - January 1, 1996
      through December 6, 1996                           --              --              --           (58,498)

         Total comprehensive income

Cash dividend of $.11 per share                          --              --              --              --

Declared payment in dissolution with respect
   to minority stockholders (Note 1)                 (214,948)         (2,149)     (1,938,831)           --

Distribution of Class A membership interests
   in dissolution with respect to majority
   stockholders (Note 1)                           (4,317,221)        (43,173)    (41,416,698)         10,808
                                                   ----------    ------------    ------------    ------------
Balance - December 6, 1996                               --              --              --              --

Contributions - Class B                                  --              --              --              --

Comprehensive income (Note 2):
   Net investment income - December 7, 1996
      through December 31, 1996                          --              --              --              --
   Change in unrealized holding losses on
      investment securities - December 7, 1996
      through December 31, 1996                          --              --              --           (39,758)

         Total comprehensive income                      --              --              --              --
                                                   ----------    ------------    ------------    ------------
<CAPTION>
                                                                                                        Total
                                                    Distributions of        Members' Equity            Members'/
                                                     Net Investment  -----------------------------   Stockholders'
                                                         Income         Class A         Class B         Equity
                                                    ---------------- -------------   -------------   ------------
<S>                                                  <C>             <C>             <C>             <C>
Balance - December 31, 1995                          $ (2,115,214)   $       --      $       --      $ 41,333,327

Comprehensive income (Note 2):
   Net investment income - January 1, 1996
      through December 6, 1996                          3,095,396            --              --         3,095,396
   Change in unrealized holding losses on
      investment securities - January 1, 1996
      through December 6, 1996                               --              --              --           (58,498)
                                                                                                     ------------
         Total comprehensive income                                                                     3,036,898

Cash dividend of $.11 per share                          (498,539)           --              --          (498,539)

Declared payment in dissolution with respect
   to minority stockholders (Note 1)                         --              --              --        (1,940,980)

Distribution of Class A membership interests
   in dissolution with respect to majority
   stockholders (Note 1)                                 (481,643)     41,930,706            --              --
                                                     ------------    ------------    ------------    ------------
Balance - December 6, 1996                                   --        41,930,706            --        41,930,706

Contributions - Class B                                      --              --        22,500,000      22,500,000

Comprehensive income (Note 2):
   Net investment income - December 7, 1996
      through December 31, 1996                              --           277,863          68,593         346,456
   Change in unrealized holding losses on
      investment securities - December 7, 1996
      through December 31, 1996                              --              --              --           (39,758)
                                                                                                     ------------
         Total comprehensive income                          --              --              --           306,698
                                                     ------------    ------------    ------------    ------------
<FN>
See Notes to Financial Statements.
</TABLE>
                                     F-6

<PAGE>
Metropolitan Realty Company, L.L.C.
-----------------------------------------------------------------------------
            Statement of Changes in Members'/Stockholders' Equity (Continued)

<TABLE>
<CAPTION>
                                                                                                  Accumulated
                                                          Common Stock             Additional        Other
                                                    -------------------------       Paid-in      Comprehensive
                                                      Shares        Amount          Capital         Income
                                                    ---------    ------------    ------------    -------------
<S>                                                <C>           <C>             <C>             <C>
Balance - December 31, 1996 (carried forward
   from p. F-6)                                          --      $       --      $       --      $    (39,758)

Comprehensive income (Note 2):
   Net investment income                                 --              --              --              --
   Change in unrealized holding gains on
      investment securities                              --              --              --            11,656

         Total comprehensive income                                                                

Transfer of member interest (Note 1)                     --              --              --              --

Distributions                                            --              --              --              --
                                                   ----------    ------------    ------------    ------------
Balance - December 31, 1997                              --              --              --           (28,102)

Comprehensive income (Note 2):
   Net investment income                                 --              --              --              --
   Change in unrealized holding gains on
      investment securities                              --              --              --           160,933

         Total comprehensive income                                                                

Distributions                                            --              --              --              --
                                                   ----------    ------------    ------------    ------------

Balance - December 31, 1998                              --      $       --      $       --      $    132,831
                                                   ==========    ============    ============    ============
<CAPTION>
                                                                                                        Total
                                                    Distributions of        Members' Equity            Members'/
                                                     Net Investment  -----------------------------   Stockholders'
                                                         Income         Class A         Class B         Equity
                                                    ---------------- -------------   -------------   ------------
<S>                                                  <C>             <C>             <C>             <C>
Balance - December 31, 1996 (carried forward
   from p. F-6)                                      $       --      $ 42,208,569    $ 22,568,593    $ 64,737,404

Comprehensive income (Note 2):
   Net investment income                                     --         3,812,504       1,278,907       5,091,411
   Change in unrealized holding gains on
      investment securities                                  --              --              --            11,656
                                                                                                     ------------
         Total comprehensive income                                                                     5,103,067

Transfer of member interest (Note 1)                         --            81,688            --            81,688

Distributions                                                --        (2,538,209)       (911,225)     (3,449,434)
                                                     ------------    ------------    ------------    ------------
Balance - December 31, 1997                                  --        43,564,552      22,936,275      66,472,725

Comprehensive income (Note 2):
   Net investment income                                     --         3,457,169         967,169       4,424,338
   Change in unrealized holding gains on
      investment securities                                  --              --              --           160,933
                                                                                                     ------------
         Total comprehensive income                                                                     4,585,271

Distributions                                                --        (3,735,375)     (1,303,491)     (5,038,866)
                                                     ------------    ------------    ------------    ------------
Balance - December 31, 1998                          $       --      $ 43,286,346    $ 22,599,953    $ 66,019,130
                                                     ============    ============    ============    ============
<FN>
See Notes to Financial Statements.
</TABLE>

                                     F-7


<PAGE>

Metropolitan Realty Company, L.L.C.
-----------------------------------------------------------------------------
                                                      Statement of Cash Flows

<TABLE>
<CAPTION>
                                                                       Year Ended December 31
                                                           --------------------------------------------
                                                                1998            1997            1996
                                                                ----            ----            ----
<S>                                                        <C>             <C>             <C>
Cash Flows from Operating Activities
   Net investment income                                   $  4,424,338    $  5,091,411    $  3,441,852
   Adjustments to reconcile net investment income to net
      cash from operating activities:
         Depreciation and amortization expense                    2,435          86,815           8,538
         Provision for loan losses                              139,421            --              --
         Change in accounting principle                         356,638            --              --
         (Gain) loss on sale of investment securities           (17,578)        (81,581)         33,208
         (Increase) decrease in assets:
            Accrued interest and other receivables              146,346         (89,715)        (47,935)
            Other assets                                        (53,642)        (22,664)        (95,097)
         Increase (decrease) in liabilities:
            Accounts payable                                    (53,028)          1,667         (20,311)
            Other liabilities                                  (148,690)        (96,065)         (3,763)
                                                           ------------    ------------    ------------
               Total adjustments                                371,902        (201,543)       (125,360)
                                                           ------------    ------------    ------------
               Net cash provided by operating
                  activities                                  4,796,240       4,889,868       3,316,492

Cash Flows from Investing Activities
   Purchases of investment securities                       (19,622,951)    (43,305,484)     (8,039,531)
   Collections of principal from investment securities       27,466,607      23,954,279       6,573,374
   Loan disbursements                                       (28,050,015)     (7,076,681)     (3,355,137)
   Loan repayments                                           16,423,342       8,799,689         418,799 
   Capital expenditures                                            --            (4,363)           --
                                                           ------------    ------------    ------------
               Net cash used in investing activities         (3,783,017)    (17,632,560)     (4,402,495)

Cash Flows from Financing Activities
   Members' equity contributions                                   --              --        22,500,000
   Payment to minority stockholders                                --        (1,845,503)
   Distributions paid to members                             (5,038,866)     (3,449,434)           --
   Dividends paid to stockholders                                  --              --          (498,539)
                                                           ------------    ------------    ------------
               Net cash provided by (used in)
                 financing activities                        (5,038,866)     (5,294,937)     22,001,461
                                                           ------------    ------------    ------------
Net Increase (Decrease) in Cash and Cash Equivalents         (4,025,643)    (18,037,629)     20,915,458

Cash and Cash Equivalents - Beginning of year                 5,324,050      23,361,679       2,446,221
                                                           ------------    ------------    ------------
Cash and Cash Equivalents - End of year                    $  1,298,407    $  5,324,050    $ 23,361,679
                                                           ============    ============    ============
<FN>
Supplemental Disclosure of Cash Flow Information

    1997 noncash financing activities - Transfer from payable to minority
    stockholders to members' equity - $81,688

    1996 noncash financing activities - Payable to minority stockholders for
    surrender of shares - $1,940,980

See Notes to Financial Statements.
</TABLE>

                                     F-8


<PAGE>

Metropolitan Realty Company, L.L.C.
-----------------------------------------------------------------------------
                                                Notes to Financial Statements
                                             December 31, 1998, 1997 and 1996

Note 1 - Organization

               Metropolitan Realty Company, L.L.C., a Delaware limited
               liability company (the "Company"), is the successor in
               interest to Metropolitan Realty Corporation (the
               "Corporation"). The Corporation, incorporated November 13,
               1986, was organized to qualify as a real estate investment
               trust ("REIT") under the provisions of the Internal Revenue
               Code. On December 6, 1996, pursuant to the terms of a
               restructuring agreement, the assets and liabilities of the
               Corporation were transferred to Metropolitan Realty Company,
               L.L.C. in exchange for Class A membership interests in the
               Company. Class A membership interests were distributed pro
               rata to the Corporation's stockholders who owned 50,000 shares
               or more of the Corporation's common stock. Holders of fewer
               than 50,000 shares of common stock of the Corporation as of
               October 9, 1996 (the record date) received, upon surrender of
               their shares, a cash payment in lieu of Class A membership
               interests in the Company. During 1997, $81,668 was transferred
               to members' equity as 8,681 shares held by a current member
               were originally attributed to minority stockholders.

               For financial statement presentation, the assets and
               liabilities, with the exception of investment securities, were
               transferred to the Company at their carrying values at the
               date of distribution. Investment securities were recorded at
               fair market value with the unrealized loss recorded as a
               reduction in Class A members' equity.

               Concurrent with the restructuring, the Company offered Class B
               membership interests in a separate offering to create a new
               investment pool.

               The Company intends to invest substantially all of its assets
               in mortgage notes. The Company intends to make, where
               possible, the majority of its mortgage loans on property
               located in Detroit, with the balance being in southeastern
               Michigan. At December 31, 1998, 42 percent of the Company's
               total mortgage loan portfolio is invested in projects located
               in the city of Detroit.

               The Company's mortgage notes include financing for industrial
               and office buildings, residential developments, retail
               centers, residential projects and mixed-use facilities. The
               Company has favored investments that will provide a
               competitive return and permanent financing for projects that
               will create construction jobs and stimulate the southeastern
               Michigan economy. All mortgage loans to date are
               collateralized by a first lien on real property. Assets that
               have not yet been invested in mortgage loans are invested in
               short-term investments and investment securities until the
               proceeds are invested in real estate loans.

                                     F-9



<PAGE>
Note 2 - Significant Accounting Policies

               The preparation of financial statements in conformity with
               generally accepted accounting principles requires management
               to use estimates and assumptions that affect the reported
               amounts of assets and liabilities, disclosures and assessments
               of contingent liabilities at the date of the financial
               statements, and the reported amounts of revenue, costs and
               expenses in the reporting periods. Actual results could differ
               from those estimates.

               Cash Equivalents - The Company considers all highly liquid
               debt instruments purchased with an original maturity of three
               months or less to be cash equivalents.

               Investment Securities - Investment securities are classified
               as available for sale and are carried at market value.
               Unrealized gains and losses are included in a separate
               component of members'/stockholders' equity. Realized gains or
               losses on sales of securities are determined based on specific
               identification. The realized net gain (loss) on sales of
               investment securities included in investment income in the
               accompanying statement of operations was $17,578, $81,581 and
               ($33,208) for the years ended December 31, 1998, 1997 and
               1996, respectively.

               Loan Interest and Fee Income - Loans are generally reported at
               the principal amount outstanding, net of unamortized loan
               origination fees and costs. Loan origination fees received
               from the borrower, in excess of loan origination costs paid,
               are amortized to interest income using the effective interest
               method over the life of the mortgage loan.

               Interest on loans is accrued and credited to income based on
               the principal amount outstanding. The Company discontinues the
               accrual of interest income when circumstances exist that cause
               the collection of interest to be doubtful. The determination
               to discontinue accruing interest is made after a review by the
               Company's management of all relevant facts, including
               delinquency of principal and/or interest and financial
               stability of the borrower. The Company classifies loans on
               which the accrual of interest has been discontinued as
               nonearning. Interest income on nonearning loans is recognized
               on a cash basis if the future collectibility of the recorded
               loan balance is expected. When the future collectibility of
               the recorded loan balance is doubtful, collection of interest
               will be applied as a reduction to outstanding loan principal.
               All mortgage loans held by the Company are classified as
               earning loans at December 31, 1998 and 1997.


                                    F-10


<PAGE>

Note 2 - Accounting Policies (Continued)

               Allowance for Loan Losses - The Company considers a loan
               impaired, based on current information and events, if it is
               probable that the Company will be unable to collect the
               scheduled payments of principal or interest when due according
               to the contractual terms of the loan agreement. The
               measurement of impaired loans is generally based on the
               present value of expected future cash flows discounted at the
               historical effective interest rate, except that all
               collateral-dependent loans are measured for impairment based
               on the fair value of the collateral.

               The Company provides for possible losses on its portfolio of
               mortgage notes receivable based on an evaluation of each
               mortgage note. In determining the allowance for possible
               losses, the Company has considered various indicators of
               value, including market evaluations of the underlying
               collateral, the cost of money, operating cash flow from the
               property during the projected holding period and expected
               capitalization rates applied to the stabilized net operating
               income of the specified property.

               The allowance for loan losses is established through charges
               to earnings in the form of a provision for loan losses.
               Increases and decreases in the allowance due to changes in the
               measurement of the impaired loans are included in the
               provision for loan losses. Loans continue to be classified as
               impaired unless they are brought fully current and the
               collection of scheduled interest and principal is considered
               probable. When a loan or portion of a loan is determined to be
               uncollectible, the portion deemed uncollectible is charged
               against the allowance and subsequent recoveries, if any, are
               credited to the allowance.

               The allowance is based on management's estimates and ultimate
               losses may vary from the current estimates. These estimates
               are reviewed by management at least quarterly, and as
               adjustments become necessary, they are reported in the
               statement of operations in the period in which they become
               known.

               Foreclosed Property Held for Sale - Property acquired through
               loan foreclosure is initially recorded at the lesser of
               mortgage loan balance or the fair value of the property at the
               date of foreclosure. Losses, if any, on foreclosures are
               charged to the allowance for loan losses on mortgage loans at
               the time of foreclosure. A valuation allowance is also
               established at the time of foreclosure for the estimated costs
               to sell the property, as the Company is dependent on the
               liquidation of the property for the recovery of its
               investment. Subsequent to foreclosure, the property is carried
               at the lower of cost or fair value less estimated costs to
               sell. The property's operating income and expenses from the
               date of foreclosure are reflected in the statement of
               operations. Depreciation of the property commences one year
               from the date of foreclosure. Income from guarantor
               settlements is recognized when received.


                                    F-11


<PAGE>

Note 2 - Accounting Policies (Continued)

               Income Taxes - As a limited liability company, it is intended
               that the Company will be classified as a partnership for
               federal income tax purposes and, as such, it generally will be
               treated as a "pass-through" entity that is not subject to
               federal income tax. Prior to the restructuring into a limited
               liability company, the Company operated at all times to
               qualify as a real estate investment trust under provisions of
               the Internal Revenue Code. As a real estate investment trust,
               each year qualification is met, income is not subject to
               federal income tax at the Company level, to the extent
               distributed to stockholders.

               General Expenses - Those expenses incurred by the Company that
               are not directly attributable to a particular class of
               membership interest shall be allocated in accordance with a
               formula established in the Operating Agreement and based
               primarily on the real estate investments held by each class of
               assets.

               Distributions - In accordance with the terms of the Company's
               Operating Agreement, Class A and Class B members will receive
               pro rata quarterly distributions of cash income, less expenses
               from their respective class of net assets. The Operating
               Agreement also provides for the pass-through to Class A
               members (commencing in the year 2001, if elected) and Class B
               members (commencing in the year 2000), from their respective
               class of net assets, of principal returned with respect to
               real estate investments and any cash and cash equivalents that
               have not been invested in real estate investments. All
               distributions are subject to a determination by the Managing
               Board that the Company will have sufficient cash on hand to
               meet its current and anticipated needs to fulfill its business
               purpose.

               Other Comprehensive Income - The Company adopted SFAS No. 130,
               Reporting Comprehensive Income, as of January 1, 1998.
               Accounting principles generally require that recognized
               income, expenses, gains and losses be included in net
               investment income. Certain changes in assets and liabilities,
               such as unrealized gains and losses on available-for-sale
               securities, are reported as a separate component in the
               members' equity section of the balance sheet. Such items,
               along with net investment income, are components of
               comprehensive income. The adoption of SFAS No. 130 had no
               effect on the Company's net investment income or members'
               equity.

               Accumulated other comprehensive income at December 31, 1998
               and 1997 is comprised solely of unrealized gains on
               available-for-sale securities.


                                    F-12


<PAGE>
Note 2 - Accounting Policies (Continued)

               Accounting Change - In the fourth quarter of the year ended
               December 31, 1998, the Company adopted Statement of Position
               (SOP) 98-5, Reporting on the Costs of Start-up Activities.
               Under this SOP, the costs of start-up activities, including
               previously capitalized organization costs, should be charged
               to expense. The adoption of this SOP resulted in the Company
               recording a charge of $356,638 for the cumulative effect of
               the change. As a result of the change, income before the
               cumulative effect of the change was increased by $89,370.

               Other - Certain prior year accounts have been reclassified to
               conform with current year presentations.

Note 3 - Investment Securities

               Investment securities at December 31, 1998 and 1997 consisted
               of the following:

<TABLE>
<CAPTION>
                                              1998
                      ------------------------------------------------------
                               Pool A                      Pool B
                      --------------------------  --------------------------
                          Cost      Market Value      Cost      Market Value
                          ----      ------------      ----      ------------
<S>                   <C>           <C>           <C>           <C>
U.S. Treasury notes   $      --     $      --     $ 2,172,583   $ 2,191,528
Mutual funds           13,131,062    13,180,734    11,004,247    11,068,461
                      -----------   -----------   -----------   -----------

      Total           $13,131,062   $13,180,734   $13,176,830   $13,259,989
                      ===========   ===========   ===========   ===========
<CAPTION>
                                                       1997
                              ------------------------------------------------------
                                        Pool A                       Pool B
                              --------------------------  --------------------------
                                  Cost      Market Value      Cost      Market Value
                                  ----      ------------      ----      ------------
<S>                           <C>           <C>           <C>           <C>
U.S. Treasury notes           $ 3,600,686   $ 3,616,598   $ 5,757,539   $ 5,776,085
Mutual funds                    5,049,658     5,044,747    14,978,402    14,979,346
Mortgage-backed securities:
   Federal National
      Mortgage Association
      pass-through              4,507,263     4,444,656       225,171       228,820
   Federal Home
      Loan Mortgage
      Corporation
      pass-through                 15,251        15,616          --            --
                              -----------   -----------   -----------   -----------

         Total                $13,172,858   $13,121,617   $20,961,112   $20,984,251
                              ===========   ===========   ===========   ===========
</TABLE>

               The U.S. Treasury notes have scheduled maturities that range
               from May 1999 to May 2000. Interest rates on U.S. Treasury
               notes range from 5.5 percent to 6.375 percent at December 31,
               1998.

                                    F-13


<PAGE>


Metropolitan Realty Company, L.L.C.
-----------------------------------------------------------------------------
                                                Notes to Financial Statements
                                             December 31, 1998, 1997 and 1996


Note 4 - Mortgage Notes Receivable

               Mortgage notes receivable are summarized in the following
               table. The carrying amount of each mortgage is reported net of
               the unamortized balance of loan origination fees received in
               excess of loan origination costs paid.

<TABLE>
<CAPTION>


                               Interest  Final Maturity
         Description             Rate        Date                              Periodic Payment Terms
         -----------           --------  --------------                        ----------------------
<S>                             <C>       <C>            <C>
Parking garage in Detroit,       9.09%    December 2000  Monthly payments of principal and interest of $35,494. This note
Michigan                                                 was paid in 1998.

Day care center located in      10.50%    December 2000  Monthly payments in varying installments of principal and
Plymouth, Michigan                                       interest until maturity, at which time the remaining unpaid
                                                         principal balance of approximately $908,000 is due

Rehabilitation of historic      9.26%      April 2000    Monthly payments in varying installments of principal and
office building located in                               interest until maturity.  This note was paid in 1998.
Detroit, Michigan

Retail tire center located      7.25%     October 2000   Monthly payments in varying installments of principal and
in Woodhaven, Michigan                                   interest until maturity, at which time  the remaining unpaid
                                                         principal balance of approximately $630,000 is due

Retail tire center located      6.75%     February 2001  Monthly payments in varying installments of principal and
in Sterling Heights, Michigan                            interest until maturity, at which time  the remaining unpaid
                                                         principal balance of approximately $671,000 is due

Office building located in      10.25%     April 2003    Monthly payments of varying installments of principal and
Detroit, Michigan                                        interest until maturity, at which time the remaining unpaid
                                                         principal balance of approximately $1,695,000 is due

Renovation of a 54-unit         9.25%    September 2000  Monthly payments of principal and interest of $5,800 until
building located in Detroit,                             maturity, at which time the remaining unpaid principal balance of
Michigan                                                 approximately $557,000 is due

<CAPTION>
                                                       Carrying Amount of
                                                     Mortgage at December 31
                              Face Amount of      ----------------------------
         Description             Mortgage              1998           1997
------------------------------------------------------------------------------
<S>                             <C>               <C>             <C>
Parking garage in Detroit,      $4,376,000        $      --       $4,141,997
Michigan

Day care center located in         960,000          922,515          929,319
Plymouth, Michigan


Rehabilitation of historic       1,900,000               --        1,751,816
office building located in
Detroit, Michigan

Retail tire center located         695,000          644,182          653,321
in Woodhaven, Michigan


Retail tire center located         750,000          691,181          701,701
in Sterling Heights, Michigan


Office building located in       1,800,000        2,125,956        1,732,934
Detroit, Michigan


Renovation of a 54-unit            728,000          581,268          593,393
building located in Detroit,
Michigan
</TABLE>

                                    F-14



<PAGE>
Note 4 - Mortgage Notes Receivable (Continued)

<TABLE>
<CAPTION>


                               Interest  Final Maturity
         Description             Rate        Date                              Periodic Payment Terms
         -----------           --------  --------------                        ----------------------
<S>                           <C>         <C>            <C>
Renovation of an office       Prime         July 2008    Monthly payments in varying installments of principal and
building located in Detroit,  rate plus                  interest until maturity.  This note was paid in 1998.
Michigan                      1%

Shopping center located in     9.3752%    January 2000   Monthly payments of principal and interest of $18,298 until
Sterling Heights, Michigan                               maturity, at which time the remaining unpaid principal balance of
                                                         approximately $2,028,000 is due

Rehabilitation of a shopping    11.25%    October 2000   Monthly payments of principal and interest of $16,471 until
center located in Detroit,                               maturity.  This note was paid in 1998.
Michigan

Rehabilitation of a shopping    11.25%    October 2000   Monthly payments of principal and interest of $21,961 until
center located in Detroit,                               maturity.  This note was paid in 1998.
Michigan

Shopping center located in      9.00%     November 2008  Monthly interest payment of $21,375 until maturity.  This note
Detroit, Michigan                                        was converted to a permanent loan in March 1998.

24-unit building located in     10.25%    January 2001   Monthly payments in varying installments of principal and
Detroit, Michigan                                        interest until maturity, at which time the remaining unpaid
                                                         principal balance of approximately $241,000 is due

205-unit high-rise apartment    10.00%     August 2000   Monthly payments in varying installments of principal and
building located in Detroit,                             interest until maturity.  This note was paid in 1998.
Michigan

<CAPTION>
                                                       Carrying Amount of
                                                     Mortgage at December 31
                              Face Amount of      ----------------------------
         Description             Mortgage              1998           1997
------------------------------------------------------------------------------
<S>                             <C>                <C>            <C>
Renovation of an office         $1,855,000         $       --     $1,641,113
building located in Detroit,
Michigan

Shopping center located in       2,200,000          2,053,579      2,074,403
Sterling Heights, Michigan


Rehabilitation of a shopping     1,650,000                 --      1,542,300
center located in Detroit,
Michigan

Rehabilitation of a shopping     2,200,000                 --      2,056,401
center located in Detroit,
Michigan

Shopping center located in       2,850,000          2,778,677      2,793,000
Detroit, Michigan

24-unit building located in        275,000            249,147        252,678
Detroit, Michigan


205-unit high-rise apartment       455,000                 --        422,336
building located in Detroit,
Michigan
</TABLE>


                                     F-15


<PAGE>
Note 4 - Mortgage Notes Receivable (Continued)

<TABLE>
<CAPTION>


                               Interest  Final Maturity
         Description             Rate        Date                              Periodic Payment Terms
         -----------           --------  --------------                        ----------------------
<S>                            <C>       <C>              <C>
Renovation of a 75-unit          8.0%      August 2000    Monthly payments of interest only through April 1994 and varying
building located in Detroit,     and                      installments of principal and interest from May 1995 until
Michigan                         9.5%                     maturity.  This note was paid in 1998.

Land acquisition and            10.25%      March 2000    Monthly payments of interest only on the outstanding principal
development of 210                                        balance
residential lots located in
Ann Arbor, Michigan

Shopping center located in    Prime         March 2009    Construction loan with monthly payments of interest at the
Taylor, Michigan              rate plus                   variable rate through March 1999.  At the end of the
                              1.0% and                    construction period, monthly payments of principal and interest
                                7.31%                     at the fixed rate until maturity

Shopping center located in      7.30%     February 2021   Monthly payments of interest only through February1999 and
Brownstown, Michigan                                      monthly payments of principal and interest of $69,700 from March
                                                          1999 until maturity, at which time the remaining
                                                          unpaid principal balance of approximately $2,303,000 is due

Office building located in      7.09%      October 2009   Monthly payments  of principal and interest of $28,836  until
Troy, Michigan                                            maturity, at which time the remaining unpaid principal balance
                                                          of approximately $2,638,000 is due

<CAPTION>
                                                       Carrying Amount of
                                                     Mortgage at December 31
                              Face Amount of      ----------------------------
         Description             Mortgage              1998           1997
------------------------------------------------------------------------------
<S>                             <C>               <C>             <C>
Renovation of a 75-unit         $1,260,000        $        --     $1,001,113
building located in Detroit,
Michigan

Land acquisition and             6,500,000          4,665,099      5,655,270
development of 210
residential lots located in
Ann Arbor, Michigan

Shopping center located in       2,325,000          1,763,102             --
Taylor, Michigan

Shopping center located in       9,600,000          2,632,271             --
Brownstown, Michigan

Office building located in       3,850,000          3,843,912             --
Troy, Michigan
</TABLE>


                                    F-16




<PAGE>
Note 4 - Mortgage Notes Receivable (Continued)

<TABLE>
<CAPTION>


                               Interest  Final Maturity
         Description             Rate        Date                              Periodic Payment Terms
         -----------           --------  --------------                        ----------------------
<S>                           <C>        <C>             <C>
Movie theater complex            2.0%     October 1999   Construction loan with monthly payments of interest only through
located in Ann Arbor,         over the                   maturity, at which time the remaining unpaid principal balance
Michigan                        LIBOR                    is due

Light industrial building       7.08%       July 2009    Monthly payments  of principal and interest of $83,380 until
located in Detroit, Michigan                             maturity, at which time the remaining unpaid principal balance
                                                         of approximately $7,358,000 is due

Light industrial building       7.13%     October 2008   Monthly payments  of principal and interest of $9,296 until
located in Plymouth, Michigan                            maturity, at which time the remaining unpaid principal balance
                                                         of approximately $1,026,000 is due

Warehouse located in Warren,     2.0%    September 1999  Construction loan with monthly payments of interest only through
Michigan                      over the                   maturity, at which time the remaining unpaid principal balance
                                LIBOR                    is due

<CAPTION>
                                                      Carrying Amount of
                                                    Mortgage at December 31
                              Face Amount of     -----------------------------
         Description             Mortgage            1998           1997
------------------------------------------------------------------------------
<S>                             <C>              <C>             <C>
Movie theater complex           $4,100,000       $ 1,390,083     $        --
located in Ann Arbor,
Michigan

Light industrial building       10,831,500        10,831,500              --
located in Detroit, Michigan


Light industrial building        1,300,000         1,298,428              --
located in Plymouth, Michigan


Warehouse located in Warren,     5,800,000         2,848,336              --
Michigan


     Total mortgage notes
       receivable                                $39,319,236     $27,943,095

     Allowance for doubtful
       accounts                                   (1,273,726)     (1,384,837)
                                                 -----------     -----------
     Net mortgage notes
       receivable                                $38,045,510     $26,558,258
                                                 ===========     ===========
</TABLE>


                                    F-17



<PAGE>
Note 4 - Mortgage Notes Receivable (Continued)

               Aggregate, contractual annual maturities of mortgage notes
               receivable principal are as follows:

      1999                                                   $  5,361,405
      2000                                                      4,095,326
      2001                                                      2,716,644
      2002                                                        967,661
      2003                                                      1,040,427
   Thereafter                                                  25,422,659
                                                             ------------

                 Total mortgage notes                          39,604,122

                 Less unamortized net loan
                 origination fees                                 284,886
                                                             ------------
                 Net mortgage notes                          $ 39,319,236
                                                             ============

               There can be no assurance that cash flows will materialize as
               scheduled as a result of prepayments of the mortgage notes.

               A reconciliation of the carrying amount of mortgage notes
               receivable for the years ended December 31, 1998, 1997 and
               1996 is as follows:

<TABLE>
<CAPTION>
                                              1998            1997            1996
                                              ----            ----            ----

Mortgage Notes Receivable

<S>                                       <C>             <C>             <C>         
Balance - Beginning of year               $ 27,943,095    $ 29,881,266    $ 26,964,328

Additions:
   New mortgage loans                       28,050,015       7,076,681       3,355,137
   Amortization of net loan origination
      fees                                      96,438          53,328          55,619
                                          ------------    ------------    ------------

         Total additions                    28,146,453       7,130,009       3,410,756

Deductions:
   Collections of principal                (16,361,180)     (8,820,517)       (436,818)
   Charge-offs                                (250,532)       (215,163)           --
   Loan origination fees received             (158,600)        (32,500)        (57,000)
                                          ------------    ------------    ------------

         Total deductions                  (16,770,312)     (9,068,180)       (493,818)
                                          ------------    ------------    ------------

Balance - End of year                     $ 39,319,236    $ 27,943,095    $ 29,881,266
                                          ============    ============    ============
</TABLE>

                                    F-18


<PAGE>


Note 4 - Mortgage Notes Receivable (Continued)

                                  1998           1997           1996
                                  ----           ----           ----

Allowance for Loan Losses
Balance - Beginning of year   $(1,384,837)   $(1,600,000)   $(1,600,000)

Charge-offs                       250,532        215,163           --
Provision for loan losses        (139,421)          --             --
                              -----------    -----------    -----------

Balance - End of year         $(1,273,726)   $(1,384,837)   $(1,600,000)
                              ===========    ===========    ===========

Note 5 - Impaired Loans

               At December 31, 1998 and 1997, the total recorded investment
               in impaired loans, as defined by SFAS 114, was $0. The average
               recorded investment in impaired loans was approximately
               $2,082,000 and interest income was $201,000 for the year ended
               December 31, 1997. All impaired loans were classified as
               earning loans during 1998 and 1997, with interest income
               recognized on an accrual basis.

Note 6 - Fair Values of Financial Instruments

               The estimated fair values of financial instruments held by the
               Company at December 31, 1998 and 1997, and the valuation
               techniques used to estimate the fair values, were as follows:

<TABLE>
<CAPTION>
                                        1998                       1997
                             -------------------------   -------------------------
                               Carrying    Estimated       Carrying     Estimated
                                Amount     Fair Value       Amount      Fair Value
                               --------    ----------      --------     ----------
<S>                          <C>           <C>           <C>           <C>        
Cash and cash equivalents    $ 1,298,407   $ 1,298,407   $ 5,324,050   $ 5,324,050
Investment securities         26,440,723    26,440,723    34,105,868    34,105,868
Mortgage notes receivable     38,045,510    38,621,821    26,558,258    28,022,286
Accrued interest and other
   receivables                   273,924       273,924       420,270       420,270
Accounts payable                  67,649        67,649       120,677       120,677
</TABLE>

               The terms and short-term nature of certain assets and
               liabilities result in their carrying amounts approximating
               fair value. These include cash and cash equivalents, accrued
               interest and other receivables and accounts payable. The
               following methods and assumptions were used by the Company to
               estimate the fair values of the remaining classes of financial
               instruments:


                                    F-19


<PAGE>

Note 6 - Fair Values of Financial Instruments (Continued)

               Mortgage Notes Receivable - The fair value of mortgage notes
               receivable was estimated by discounting future cash flows
               using an estimated discount rate that reflects the current
               credit, interest rate and prepayment risks associated with
               similar types of instruments.

               Investment Securities - The estimated fair value of investment
               securities is estimated based on quoted market prices.

               Loan Commitments - The fair value of loan commitments, valued
               on the basis of fees currently charged for commitments for
               similar loan terms to new borrowers with similar credit
               profiles, is not considered material.

Note 7 - Federal Income Tax

               Prior to the restructuring, the Company operated to qualify as
               a real estate investment trust and was not subject to federal
               income tax on taxable income distributed to its stockholders
               during its fiscal year and subsequent year, but prior to
               filing its federal tax return. As part of the restructuring,
               the Corporation contributed its assets to the limited
               liability company (LLC) in exchange for Class A membership
               interests in the LLC. The Corporation then distributed the
               Class A membership interests to its majority stockholders in a
               liquidating distribution. Income for tax and financial
               reporting purposes for the year ended December 31, 1996 is
               reconciled as follows:

<TABLE>
<S>                                                                   <C>        
Investment income before income tax on undistributed earnings         $ 3,441,852
Less investment income from the date of restructuring (for the
     period December 7, 1996 through December 31, 1996)                  (346,456)
Increase (decrease) in taxable income resulting from:
     Loan origination and application fees - Net                          (24,023)
     Provision for valuation allowances - Net                                --
     Realized loss on sale of foreclosed property                            --
     Dividend deductions:
          From regular distributions                                     (453,217)
          From liquidating distribution                                (2,595,903)
          Other - Net                                                     (22,253)
                                                                      -----------

                  Taxable investment income                           $      --
                                                                      ===========
</TABLE>


                                    F-20


<PAGE>



Note 8 - Related Party Transactions

               The Company was involved in various transactions with
               affiliates as follows:

               o   One of the Company's legal counselors is also a member of
                   the Company's Managing Board. Fees for legal services
                   provided by the Managing Board member's law firm amounted
                   to $36,435, $32,547 and $95,277 for the years ended
                   December 31, 1998, 1997 and 1996, respectively, of which
                   $14,313 of the fees earned in 1996 relate to the
                   restructuring of the Company and new offering discussed in
                   Note 1. Accrued legal fees of $2,819 and $12,663 are
                   included in accounts payable in the accompanying balance
                   sheet at December 31, 1998 and 1997, respectively.
               
               o   Fees aggregating $92,887, $66,687 and $22,951 for the
                   years ended December 31, 1998, 1997 and 1996,
                   respectively, were earned by a member manager of the
                   Company for providing various investment and other
                   services to the Company. Accrued fees of $17,320 and
                   $24,046 are included in accounts payable in the
                   accompanying balance sheet at December 31, 1998 and 1997,
                   respectively.

               o   Consulting fees under a contractual agreement aggregating
                   $8,126, $18,375 and $46,746 were earned by officers of the
                   Company in 1998, 1997 and 1996, respectively.

               o   One of the Company's Managing Board members is the vice
                   president of an entity that has a mortgage note with the
                   Company. The carrying amount of the mortgage note
                   receivable totaled $0 and $4,141,997 at December 31, 1998
                   and 1997, respectively, and earned the Company $104,841,
                   $385,097 and $389,732 during the years ended December 31,
                   1998, 1997 and 1996, respectively.

Note 9 - Commitments

               The Company is party to loan commitments and financial
               instruments with off-balance-sheet risk in the normal course
               of business to meet the financing needs of its customers.
               These instruments involve, to varying degrees, elements of
               credit and interest rate risk that are not recognized in the
               financial statements.

                                    F-21



<PAGE>


Note  9  - Commitments (Continued)

                Commitments to extend credit are agreements to lend to a
                customer as long as there are no violations of any conditions
                established in the contract. Commitments generally have fixed
                expiration dates. Since a portion of the commitments may
                expire without being drawn upon, the total commitments do not
                necessarily represent future cash requirements. The Company
                evaluates each customer's creditworthiness on a case-by-case
                basis. The amount of collateral obtained upon extension of
                credit is based on management's credit evaluation of
                customers. At December 31, 1998, the Company had outstanding
                loan commitments aggregating $14,900,000.

                The Company's exposure to credit loss in the event of
                nonperformance by the other party is represented by the
                contractual amount of those items. The Company generally
                requires collateral to support such financial instruments in
                excess of the contractual amount of those instruments.

Note 10 - Interim Financial Information (Unaudited)

                                             Net
                               Net        Investment
                  Total     Investment    Income per 
Quarters Ended   Revenue      Income        Share
--------------   -------    ----------    ----------

Fiscal 1998
-----------

December 31    $1,387,000   $  885,000   $      N/A
September 30    1,227,000    1,107,000          N/A
June 30         1,298,000    1,214,000          N/A
March 31        1,348,000    1,218,000          N/A
               ----------   ----------             

    Total      $5,260,000   $4,424,000
               ==========   ==========             

Fiscal 1997
-----------

December 31    $1,595,000   $1,435,000         N/A
September 30    1,367,000    1,215,000         N/A
June 30         1,321,000    1,202,000         N/A
March 31        1,417,000    1,239,000         N/A
               ----------   ----------             

    Total      $5,700,000   $5,091,000
               ==========   ==========             


                                    F-22


<PAGE>


Note 10 - Interim Financial Information (Unaudited) (Continued)

                Effective upon the consummation of the restructuring of the
                Corporation, the Company's predecessor in interest, on
                December 6, 1996, Class A membership interests were
                distributed pro rata to the majority stockholders of the
                Corporation. Per-share information is no longer relevant as a
                result of the restructuring (see Note 1).


                                    F-23


<PAGE>


Metropolitan Realty Company, L.L.C.
-----------------------------------------------------------------------------
                                                Schedule of Index to Exhibits
<TABLE>
<CAPTION>
Exhibit                                          Incorporated Herein by                Filed      Page Number
  No.           Description                            Reference to                   Herewith      Herein
-------         -----------                      ----------------------               --------    -----------
<S>    <C>                                    <C>                                     <C>         <C>
3.1    Certificate of Formation of            Exhibit 3.1 to the Company's
       Metropolitan Realty Company, L.L.C.    Registration Statement on Form S-4,
                                              File No. 033-99694

3.2    Operating Agreement of Metropolitan    Exhibit 3.2 to the Company's
       Realty Company, L.L.C.                 Registration Statement on Form S-4,
                                              File No. 033-99694

3.3    Certificate of Amendment to            Exhibit 3.3 to the Company's
       Certificate of Formation of            Registration Statement on Form S-4,
       Metropolitan Realty Company, L.L.C.    File No. 033-99694

10.1   Investment Management Service          Exhibit 10.2 to Metropolitan Realty
       Agreement dated February 15, 1989      Corporation's Annual Report on Form
       between the Company's predecessor in   10-K for the fiscal year ended
       interest, Metropolitan Realty          December 31, 1988, Commission File
       Corporation, and NBD Bank, N.A.        No. 1-9450
       (formerly National Bank of Detroit)

10.2   Buhl Building lease dated April 25,    Exhibit 10.4 to Metropolitan Realty
       1991 between the Company's             Corporation's Annual Report on Form
       predecessor in interest, Metropolitan  10-K for the fiscal year ended
       Realty Corporation, and Buhl Realty    December 31, 1991, Commission File
       Company                                No. 1-9450

10.3   First lease amendment to Buhl          Exhibit 10.6 to Metropolitan Realty
       Building lease dated May 14, 1992      Corporation's Annual Report on Form
       between the Company and Buhl Realty    10-K for the fiscal year ended
       Company                                December 31, 1992, Commission File
                                              No. 1-9450

10.4   Second lease amendment to Buhl         Exhibit 10.8 to Metropolitan Realty
       Building lease dated May 14, 1992      Corporation's Annual Report on Form
       between the Company and Buhl Realty    10-K for the fiscal year ended
       Company                                December 31, 1993, Commission File
                                              No. 1-9450

16     Letter dated December 5, 1997 from     Exhibit 16 to Metropolitan Realty
       Cooper's & Lybrand, L.L.P. regarding   Company's current report on
       change in certifying accountant        Form 8-K for the fiscal year ended
                                              December 5, 1997, Commission File
                                              No. 33-99694

24     Powers of Attorney                                                                  X             E-2
</TABLE>