UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                                    FORM 10-K

[X]                   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended December 31, 2000

                                       OR

[_]                 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the Transition Period from ______ to ______

                         Commission File Number 0-21849
                         ------------------------------

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

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

                                 410 Park Avenue
                                   14th Floor
                            New York, New York 10022
         ----------------------------------------------------------------
          (Address of principal executive offices, including zip code)

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

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

           Securities registered pursuant to Section 12(g) of the Act:
                                 Title of Class
                                 --------------
                Class A Common Stock, par value $10.00 per share
                Class B Common Stock, par value $10.00 per share

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

                                                Yes [X]    No [_]


<PAGE>



Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) 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 this Form 10-K. [X]

Of the Company's 13,001,246 shares of Common Stock outstanding, 9,447,565 shares
are held by affiliates of the registrant  and 3,553,681 of the Company's  shares
are held by non-affiliates of the registrant.  The Common Stock is not listed on
any  exchange;  the  Company  does not  intend to list the  Common  Stock on any
exchange in the near term; there is not currently a public market for the Common
Stock;  and there can be no  assurance  that an active  trading  market  for the
Common Stock will develop or be sustained.

As of February 28, 2001, there were 13,001,246 shares of the registrant's Common
Stock issued and outstanding.


                      DOCUMENTS INCORPORATED BY REFERENCE:

The Exhibits to (i) the Company  Registration  Statement on Form 10, as amended,
(ii) the Company's definitive  Information Statement on Schedule 14C, filed with
the  Commission on October 29, 1999,  and (iii) the  Company's  Annual Report on
Form 10-K filed with the Commission on March 30, 2000 are hereby incorporated by
reference in Part IV of this Annual Report on Form 10-K.


                                       i

<PAGE>


                                TABLE OF CONTENTS

PART I.........................................................................1
   ITEM 1.      BUSINESS.......................................................1
   ITEM 2.      PROPERTY.......................................................4
   ITEM 3.      LEGAL PROCEEDINGS..............................................8
   ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............8

PART II........................................................................9
   ITEM 5.      MARKET FOR  REGISTRANT'S COMMON EQUITY AND RELATED
                STOCKHOLDER MATTERS............................................9
   ITEM 6.      SELECTED FINANCIAL DATA.......................................10
   ITEM 7.      MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS...........................11
   ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK....14
   ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...................15
   ITEM 9.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                ACCOUNTING AND FINANCIAL DISCLOSURE...........................27

PART III......................................................................28
   ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT....... ....28
   ITEM 11.     EXECUTIVE COMPENSATION........................................31
   ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                MANAGEMENT....................................................32
   ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................35

PART IV.......................................................................38
   ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
                REPORTS ON FORM 8-K...........................................38


             CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
           PROVISIONS OF THE SECURITIES LITIGATION REFORM ACT OF 1995

         WHEN USED IN THIS  ANNUAL  REPORT ON FORM 10-K,  THE WORDS  "BELIEVES,"
"ANTICIPATES,"  "EXPECTS"  AND  SIMILAR  EXPRESSIONS  ARE  INTENDED  TO IDENTIFY
FORWARD-LOOKING  STATEMENTS.  STATEMENTS LOOKING FORWARD IN TIME ARE INCLUDED IN
THIS ANNUAL REPORT ON FORM 10-K PURSUANT TO THE "SAFE HARBOR"  PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH STATEMENTS ARE SUBJECT TO
CERTAIN  RISKS AND  UNCERTAINTIES  WHICH  COULD CAUSE  ACTUAL  RESULTS TO DIFFER
MATERIALLY,  INCLUDING,  BUT NOT  LIMITED TO,  THOSE SET FORTH IN  "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS OF  OPERATIONS"  AND
"BUSINESS -- QUALIFICATION AS A REIT".  READERS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE ON THESE  FORWARD-LOOKING  STATEMENTS,  WHICH SPEAK ONLY AS OF THE DATE
HEREOF OR THEREOF. THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY REVISE THESE
FORWARD-LOOKING  STATEMENTS TO REFLECT EVENTS OR  CIRCUMSTANCES  OCCURRING AFTER
THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS. THE

<PAGE>

COMPANY'S   ACTUAL  RESULTS  OR  OUTCOMES  MAY  DIFFER   MATERIALLY  FROM  THOSE
ANTICIPATED.




                                      iii
<PAGE>



                                     PART I

ITEM 1.           BUSINESS

                  Overview

                  Metropolis  Realty Trust,  Inc., a Maryland  corporation  (the
"Company"), is a real estate investment trust (a "REIT"). The Company was formed
on May 13, 1996 to facilitate the  consummation of the Second Amended Joint Plan
of Reorganization  of 237 Park Avenue  Associates,  L.L.C.  ("237 LLC") and 1290
Associates,  L.L.C. ("1290 LLC" and, together with 237 LLC, the "Predecessors"),
dated September 20, 1996 (as amended,  the "Plan"),  and,  thereby,  acquire the
interests of 237 LLC and 1290 LLC in the properties  located in New York City at
237 Park Avenue (the "237  Property") and 1290 Avenue of the Americas (the "1290
Property,"  and  together  with  the  237  Property,   the  "Properties").   The
Predecessors  were two of the many  companies,  partnerships  and joint ventures
that collectively constituted the United States operations of the Olympia & York
("O&Y")  group of  companies.  The  transactions  contemplated  by the Plan were
consummated on October 10, 1996 (the "Effective Date").

                  Recent Events

                  Purchase of  Minority  Interest.  In March  2001,  the Company
acquired the 4.95%  limited  partnership  interest in the 1290  Property  Owning
Partnership  that  was  owned  by  237/1290  Upper  Tier  Associates,  L.P.  for
$1,400,000 in accordance  with the Agreement of Limited  Partnership of the 1290
Property Owning Partnership.  Upon consummation of such transaction, as of March
30, 2001, the Company owns a 99% partnership  interest,  as limited partner,  in
1290 Partners,  L.P., a Delaware limited  partnership (the "1290 Property Owning
Partnership").  The 1290 Property Owning  Partnership owns the 1290 Property.  A
wholly-owned  subsidiary of the Company ("1290 GP Corp.") owns a 1% interest, as
general partner, in the 1290 Property Owning Partnership.

                  Sale of 237  Property.  On  November  22,  1999,  the  Company
consummated the sale of the 237 Property for an aggregate purchase price (net of
customary prorations and certain  adjustments) of $357,862,000.  After repayment
of the  mortgage  indebtedness  encumbering  the 237  Property of  approximately
$162,708,000,  the net proceeds of the sale of the 237 Property were distributed
to the Company's stockholders as part of the dividend of $15.00 per share of the
Company's Common Stock on December 10, 1999.

                  The  Refinancing of the 1290  Property.  On December 13, 1999,
the 1290 Property Owning Partnership repaid mortgage indebtedness secured by the
1290 Property of approximately $224,900,000 and obtained a $425,000,000 mortgage
loan (the "1290 Mortgage  Loan").  The net proceeds from the  refinancing of the
1290 Property were  distributed  to the  Company's  stockholders  as part of the
dividend of $15.00 per share to the Company's Common Stock on December 27, 1999.

                  Business

                  The Company's principal assets consist of its interests in the
1290 Property  Owning  Partnership  through which it owns the 1290 Property,  as
described  below under "ITEM 2. -- PROPERTY." The Company's  principal  business
objective  is to operate the 1290  Property in a manner that will  maximize  the
1290  Property's  revenues and value and in turn maximize funds from  operations
and  stockholder  value.  The Company may acquire  additional  properties in the
future,  although it has no present plans to do so. As further  described  under
"ITEM 13. -- CERTAIN  RELATIONSHIPS  AND RELATED  TRANSACTIONS -- Asset Manager"
and  "  --  Management  and  Leasing   Agreements,"  the  1290  Property  Owning
Partnership has retained  Capital Trust,  Inc. (the "Asset Manager") to serve as

<PAGE>

asset manager and Tishman Speyer Properties, L.P. (the "Property Manager/Leasing
Agent") to serve as  property  manager/leasing  agent to manage  the  day-to-day
operations of the 1290 Property.

                  Competition

                  Numerous office  building  properties in New York City compete
with the 1290  Property  in  attracting  tenants to lease  space.  Some of these
competing  properties are newer or better  located than the 1290  Property.  The
amount of space available in competitive  commercial  properties in the New York
City area could have a material effect on the 1290 Property Owning Partnership's
ability to lease space in the 1290 Property and on the rents  charged.  However,
the 1290  Property is  currently  approximately  99% leased.  Over the next five
years,  approximately  24% of the total rentable  square feet of the building is
subject to expiring leases, of which 5% has been leased to an existing tenant as
expansion space at the 1290 Property. See "Item 2 -- Property."

                  Employees

                  The Company  does not have any  employees.  The 1290  Property
Owning  Partnership  is a party  to  labor  agreements  with  respect  to  union
employees employed at the 1290 Property. The Property  Manager/Leasing Agent has
employed such union employees on behalf of the 1290 Property Owning Partnership.
The Company  believes that there are no unfunded  retiree  benefits  liabilities
under the pension plans established pursuant to the labor agreements referred to
above.

                  Qualification as a REIT

                  The Company  has elected to be taxed as a REIT under  Sections
856 through 860 of the Internal  Revenue Code of 1986, as amended (the "Internal
Revenue  Code"),  commencing with its taxable year ended December 31, 1996. As a
REIT, the Company (subject to certain exceptions) will not be subject to federal
income  taxation at the corporate level on income it distributes to stockholders
so long as it  distributes at least 95% (90% for taxable years  beginning  after
December 31, 2000) of its REIT taxable income. For any year in which the Company
does not meet the  requirements for qualifying to be taxed as a REIT, it will be
taxed as a  corporation.  Although the Company  believes that it will operate in
such a manner so as to  qualify to be taxed as a REIT,  qualification  as a REIT
involves the application of highly  technical and complex  Internal Revenue Code
provisions  for  which  there  are  only  limited  judicial  or   administrative
interpretations.  The determination of various factual matters and circumstances
not entirely within the Company's  control may affect its ability to qualify and
to  continue  to qualify as a REIT.  Moreover,  no  assurance  can be given that
legislation, new regulations,  administrative interpretations or court decisions
will not change  the tax laws with  respect  to  qualification  as a REIT or the
Federal income tax consequences of such qualification.

                  To obtain the favorable tax treatment accorded to a REIT under
the Internal  Revenue Code, the Company  generally will be required each year to
distribute to its  stockholders  at least 95% (90% for taxable  years  beginning
after December 31, 2000) of its taxable  income.  The Company will be subject to
income tax on any of its undistributed taxable income and net capital gains, and
to a 4%  nondeductible  excise  tax on the  amount,  if any,  by  which  certain
distributions paid by it with respect to any calendar year are less than the sum
of 85% of its  ordinary  income plus 95% of its capital  gain net income for the
calendar year, plus 100% of its undistributed income from prior years.

                  The Company intends to make  distributions to its stockholders
to comply with the  distribution  provisions of the Internal Revenue Code and to
avoid Federal  income taxes and the  nondeductible  4% excise tax. A substantial
portion of the Company's  income will consist of the income of the 1290 Property


                                       2

<PAGE>

Owning  Partnership  and the  Company's  cash flow  will  consist  primarily  of
distributions from the 1290 Property Owning Partnership.

                  Differences  in timing  between  the receipt of income and the
payment of expenses  in  arriving  at taxable  income of the Company or the 1290
Property Owning Partnership,  the effect of nondeductible  capital expenditures,
the creation of reserves or required debt  amortization  payments  could require
the  Company to borrow  funds on a  short-term  or  long-term  basis to meet the
distribution  requirements  that are necessary to continue to qualify as a REIT.
In such  circumstances,  the Company might need to borrow funds to avoid adverse
tax  consequences  even if the  Company's  management  believes  that  the  then
prevailing market conditions  generally are not favorable for such borrowings or
that  such   borrowings   are  not   advisable   in  the  absence  of  such  tax
considerations.  There is no assurance that the Company will be able to continue
to satisfy the annual distribution requirement so as to qualify as a REIT.

                  In order  for the  Company  to  qualify  as a REIT  under  the
Internal  Revenue Code, not more than 50% in value of its outstanding  stock may
be owned,  directly or indirectly,  by five or fewer individuals (defined in the
Internal  Revenue Code to include  certain  entities)  during the last half of a
taxable year (other than the first year) (the "Five or Fewer Requirement"),  and
such shares of stock must be beneficially owned by 100 or more persons during at
least 335 days of a taxable  year of 12 months  (other  than the first  year) or
during a  proportionate  part of a shorter taxable year. In order to protect the
Company  against  the  risk of  losing  its  status  as a REIT on  account  of a
concentration  of ownership among its  stockholders,  the Company's  Amended and
Restated  Articles  of  Incorporation   (the  "Charter"),   subject  to  certain
exceptions, provides that no Person (as defined in the Charter) may beneficially
own, or be deemed to own by virtue of the attribution provisions of the Internal
Revenue Code, more than 7.9% (the  "Ownership  Limit") of the aggregate value of
the  Company's  shares of stock.  The  restrictions  contained  in the  Charter,
however,  may not ensure  that the  Company  will be able to satisfy the Five or
Fewer   Requirement  in  all  cases.  If  the  Company  fails  to  satisfy  such
requirement, the Company's status as a REIT will terminate, and the Company will
not be able to prevent such termination.  If the Company were to fail to qualify
as a REIT in any taxable year,  the Company  would be subject to Federal  income
tax (including any applicable  alternative minimum tax) on its taxable income at
regular  corporate  rates, and would not be allowed a deduction in computing its
taxable income for amounts  distributed to its  stockholders.  Moreover,  unless
entitled to relief under certain statutory provisions, the Company also would be
ineligible for  qualification as a REIT for the four taxable years following the
year during which qualification was lost. Such disqualification would reduce the
net earnings of the Company  available  for  investment or  distribution  to its
stockholders  due to the  additional  tax liability of the Company for the years
involved.

                  Subject to certain exceptions, the Charter does not permit any
person to acquire or own (either actually or constructively under the applicable
attribution  rules of the Code) more than the Ownership  Limit. In addition,  no
holder  may  own  or  acquire  (either  actually  or  constructively  under  the
applicable  attribution  rules of the Code) shares of any class of the Company's
common stock, par value $10.00 per share (the "Common Stock"), if such ownership
or acquisition (i) would cause more than 50% in value of the outstanding  Common
Stock to be owned by five or fewer individuals or (ii) would otherwise result in
the  Company  failing  to  qualify  as a REIT.  The  Charter  provides  that the
foregoing ownership  restrictions will not apply to persons designated by Apollo
Real  Estate  Investment  Fund,  L.P.  ("Apollo")  provided  that the  aggregate
percentage by which all individuals  permitted,  by  designation,  to exceed the
Ownership Limit will not be greater than 10%.

                  Any attempted  acquisition  (actual or constructive) of Common
Stock by a person who, as a result of such acquisition, would violate certain of
the limitations set forth in the Charter will cause the Common Stock purportedly
transferred  to be  automatically  transferred to the trustee of a trust for the


                                      3
<PAGE>


benefit of a  charitable  beneficiary  and such  shares  will not be entitled to
voting  rights or rights to  distributions  and the  transfer  resulting in such
violation may be deemed void ab initio.  Violations of the ownership limitations
may result in a repurchase  by the Company of shares in excess of the  Ownership
Limit.

ITEM 2.           PROPERTY

                  The 1290 Property

                  The 1290 Property  Owning  Partnership  holds the fee title to
the 1290 Property and all improvements thereon. The 1290 Property,  completed in
1963, is a 43-story,  first class commercial office building with  approximately
2,000,000  rentable square feet of space.  The building is centrally  located in
midtown Manhattan and is connected to the famed "Rockefeller Center" complex via
an underground passageway.

                  The  average  occupancy  rates for the 1290  Property  for the
years  1996  through  2000  were  approximately  90%,  97%,  99%,  99% and  99%,
respectively.

                  As of December 31, 2000,  the 1290 Property was  approximately
99% leased and there were  leases and license  agreements  with 32 tenants and 8
licensees  covering  approximately  1,960,000 rentable square feet of space. For
the year ended December 31, 2000, the annual average rent (including electricity
and additional rent payable on account of operating expenses,  porters wage, and
real  estate  tax  escalations)  for office  space  leased in the  building  was
approximately  $43.87 per square  foot.  For the year ended  December  31, 2000,
approximately  72,000 square feet of space was under lease to retail tenants, at
an average annual rent  (including  electricity  and additional  rent payable on
account of operating expenses,  porters wage and real estate tax escalations) of
approximately  $80.67  per  rentable  square  foot.  As of  December  31,  2000,
approximately  10,000  rentable  square feet of storage  space was available for
rent.

                  The  building  serves  as the  corporate  headquarters  of The
Equitable  Life  Assurance  Society  of the  United  States  (also  known as AXA
Financial Advisors) ("Equitable"). In addition to Equitable, the building houses
a variety of tenants, including financial institutions,  entertainment companies
and law firms.


                                       4

<PAGE>


                  The following table summarizes certain  information  regarding
the largest leases at the 1290 Property as of December 31, 2000:

<TABLE>
<CAPTION>



                                                                         Annual Base      Gross Rent
                                                           Leased        Rent per         per Square      Date (s) of
                                                           Square        Square Foot      Foot            Lease
Tenant                           Nature of Business        Footage(1)    Leased(2)        Leased(3)       Expiration
------                           ------------------        ----------    ---------------  ---------       ----------
<S>                              <C>                       <C>           <C>              <C>             <C>
Equitable                        Insurance/Financial       759,329       $37.79(4)        $40.91(4)       12/31/11(5)
                                 Services
Warner Communications, Inc.      Entertainment             239,807       $40.15(6)        $42.38(6)       6/30/12(7)
The Bank of New York             Financial Services        107,448       $39.44(8)        $41.33(8)       12/31/10(9)
EMI Entertainment World, Inc.    Entertainment             129,927       $36.97(10)       $41.31(10)      9/30/02(11)
Deutsche Bank, AG                Financial Services        100,380       $41.00           $43.12          2/14/14
Robinson Silverman               Law Firm                   99,954       $50.87(12)       $56.48(12)      3/31/04
Morrison Foerster                Law Firm                   93,606       $50.19(13)       $54.67(13)      9/30/12(14)
ABN-AMRO                         Financial Services         87,626       $57.00(15)       $61.42(15)      10/31/14
GMAC                             Financial Services         81,892       $33.50           $35.49          12/31/10
Other Office and Retail          Various                   259,940       $49.05           $54.80          2001-2013
Tenants

</TABLE>

(1)      Leased square footage does not include approximately 12,000 square feet
         of vacant storage space and the building office.

(2)      Annual  Base  Rent  means  the  amount   contractually  due  (excluding
         adjustments  related to recoveries from tenants for operating expenses,
         porters  wage,  real estate  taxes,  utilities  or other items and rent
         concessions) for the year ended December 31, 2000. The Company believes
         that  base  rent  is  a  conservative   and  appropriate   measure  for
         comparative  purposes of  commercial  real estate  rental  revenue from
         office building  properties that do not generate percentage rents based
         on sales.

(3)      Gross Rent means  Annual  Base Rent plus  recoveries  from  tenants for
         operating  expenses,  porters wage,  real estate  taxes,  utilities and
         other items.

(4)      Does not include 37,550 square feet leased in the basement at an Annual
         Base Rent of $27.16 per square foot and Gross Rent of $27.44 per square
         foot.

(5)      Leases with Equitable expire December 31, 2011 (with respect to 626,668
         square feet and 32,278 square feet in the basement),  December 31, 2008
         (with  respect  to  95,111  square  feet and 3,656  square  feet in the
         basement),  and September 27, 2001(with respect to 1,616 square feet in
         the basement).

(6)      Does not include  2,615  square feet of space leased in the basement at
         an Annual  Base Rent of $20.00 per square foot and Gross Rent of $22.50
         per square foot.

(7)      Leases with Warner  expire  September  30, 2004 (with respect to 79,801
         square feet);  and June 30, 2012 (with  respect to 157,391  square feet
         and 2,615 square feet in the basement).

(8)      Does not include  11,633 square feet of space leased in the basement at
         an Annual Base Rent and Gross Rent of $45.00 per square foot.

                                       5

<PAGE>


(9)      Leases with The Bank of New York expire April 30, 2003 (with respect to
         31,402  square  feet  and  11,633  square  feet in the  basement);  and
         December 31, 2010 (with respect to 64,413 square feet).

(10)     Does not include  2,456  square feet of space leased in the basement at
         an Annual  Base Rent of $26.80 per square foot and Gross Rent of $29.58
         per square foot.

(11)     Leases  with EMI expire  September  30,  2002 (with  respect to 100,848
         square feet and 923 square feet in the basement) and September 30, 2012
         (with  respect  to  26,623  square  feet and 1,533  square  feet in the
         basement).  Of the space expiring September 30, 2002, Morrison Foerster
         has leased 75,474 square feet through  September 30, 2012.  EMI has the
         option to terminate  its lease  effective  September 30, 2007 by giving
         the 1290  Property  Owning  Partnership  written  notice  on or  before
         September 30, 2006 and by paying a termination fee of $1,258,000.

(12)     Does not include  1,800  square feet of space leased in the basement at
         an Annual  Base Rent of $24.00 per square foot and Gross Rent of $24.75
         per square foot.

(13)     Does not include 879 square feet of space  leased in the basement at an
         Annual Base Rent of $28.00 per square foot and Gross Rent of $30.36 per
         square foot.

(14)     Leases  with  Morrison & Forester  expire on  February  28,  2003 (with
         respect to 17,468  square feet) and September 30, 2012 (with respect to
         75,259 square feet and 879 square feet in the basement).

(15)     Does not include  6,746  square feet of space leased in the basement at
         an Annual Base Rent and Gross Rent of $26.65 per square foot.

                  Expenditures  for capital  projects  for the 1290  Property in
2000  aggregated  approximately  $698,000  and  related  primarily  to  (i)  the
continuation  of the elevator  modernization  program;  (ii)  installation  of a
100-ton  chiller  for the  lobby;  and (iii)  removal  of  asbestos  in  certain
mechanical  rooms.  Anticipated  expenditures  for capital projects for the 1290
Property in 2001 are  approximately  $400,000 and relate  primarily  to: (i) the
completion of the elevator modernization program; (ii) upgrade and modernization
of the video surveillance system and (iii) modernization of the truck lift.


                                       6

<PAGE>



                  The following table shows  anticipated lease expirations on an
aggregate  basis for each calendar  year from 2001 through and  including  2010.
Such chart assumes that there will be no early  terminations  of leases and that
leases expire without extension by existing tenants pursuant to lease options.


<TABLE>
<CAPTION>


                                                                                         Percentage of Total
                                                                  Annual Base Rent       Property Owning
                                               Rentable Square    Represented            Partnership Annual
Year of Lease             Number of            Feet Subject to    by Expiring            Base Rent Represented
Expiration                Leases Expiring      Expiring Leases    Leases                 by Expiring Leases
--------------            -----------------    -----------------  ----------------       -------------------------
<S>                       <C>                  <C>                <C>                    <C>
   2001                     4                        7,419         $     214,281                 .26%
   2002                     2                       26,682         $     859,164                1.06%
   2003                     3                       61,075         $   2,957,440                3.59%
   2004                     5                      222,401         $  10,995,144               14.26%
   2005                     8                       54,754         $   2,889,045                3.99%
   2006                     3                       92,729         $   3,904,434                5.67%
   2007                     -                            -                     -                     -
   2008                     2                      116,070         $   6,168,528                9.17%
   2009                     1                       10,000         $     150,000                 .24%
   2010                     2                      146,305         $   6,279,314                9.89%

</TABLE>


                  Annual real estate taxes  assessed  against the 1290  Property
for the fiscal years ended June 30, 2001, 2000, 1999, and 1998 were $17,442,000,
$17,755,000,  $17,964,000,  and  $17,152,000,  respectively,  which amounts were
calculated  on  assessed  values of  approximately  $178,560,000,  $185,400,000,
$175,500,000 and $168,750,000,  respectively. See -- "Tax Certiorari Proceedings
and Tenant Reimbursement Claims."

                  The 237 Property

                  The 237  Property  Owning  Partnership  and its  successor  in
interest,  237  Property  LLC,  held  fee  title  to the  237  Property  and all
improvements  thereon  through  November  22, 1999.  On November  22, 1999,  the
Company sold all of its interests in the 237 Property for an aggregate  purchase
price of $372,000,000,  subject to customary prorations and certain adjustments.
Such  prorations  and  adjustments  reduced  the  aggregate  purchase  price  to
approximately $357,862,000.

                  Other Assets

                  Tax Certiorari Proceedings and Tenant Reimbursement Claims

                  Tax certiorari  proceedings have been settled with the City of
New York for over-assessment of property taxes for the tax years ending June 30,
1991  through  June 30,  1996 with  respect to the 1290  Property.  The  Company
received net proceeds of approximately $6,519,000 in December 2000 after payment
of approximately  $876,000 of fees and expenses incurred in connection with such
proceedings. Of this amount,  approximately $3,211,000 is included in restricted
cash and will be  reimbursed to tenants.  Such net proceeds  were  approximately
$3,800,000 in excess of estimated net proceeds and are included in miscellaneous
income in 2000.

                                       7
<PAGE>

                  Tax certiorari  proceedings  have been commenced  which remain
outstanding  against the City of New York for  over-assessment of property taxes
for the tax years ending June 30, 1997 through June 30, 2001 with respect to the
1290 Property.

ITEM 3.           LEGAL PROCEEDINGS

                  There are no material  pending legal  proceedings,  other than
ordinary routine litigation  incidental to the business of the Company,  against
or involving the Company, the Partnership or the 1290 Property.

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

                  The Annual  Meeting of  Stockholders  was held on November 20,
2000. At such  meeting,  the  stockholders  of the Company (i) elected John R.S.
Jacobsson  and David A.  Strumwasser  as Class III  Directors of the Company and
William L. Mack and Ralph F.  Rosenberg  as Class IV  Directors  of the Company,
each of their terms to expire in 2001,  and (ii) ratified  Deloitte & Touche LLP
as the Company's independent auditors for the year ended December 31, 2000.

                                       8

<PAGE>


                                    PART II

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

                  The Common  Stock is not listed on any  exchange,  the Company
does not intend to list the Common Stock on any exchange in the near term, there
is not  currently  a public  market  for the  Common  Stock  and there can be no
assurance  that an active trading market for the Common Stock will develop or be
sustained.  As of February 28,  2001,  there were  approximately  102 holders of
record of the  Company's  Class A Common  Stock and one  holder of record of the
Company's Class B Common Stock.

                  Distribution Policy

                  On  March  6,  1997,   the  Board  of   Directors   adopted  a
distribution  policy calling for regular quarterly  distributions.  The Board of
Directors, in its sole discretion, determines the actual distribution rate based
on a number of factors, including the amount of cash available for distribution,
the Company's financial condition, capital expenditure requirements for the 1290
Property, the annual distribution  requirements under the REIT provisions of the
Internal  Revenue Code and such other  factors as the Board of  Directors  deems
relevant.  The  Company  intends to make  distributions  to comply with the REIT
distribution requirements. In order to maintain its qualification as a REIT, the
Company must make annual  distributions  to  stockholders of at least 95% of its
taxable income  (excluding  capital  gains).  The Company has made the following
distributions for its two most recent fiscal years:

<TABLE>
<CAPTION>


                                                                    Amount of Distribution
Date of Distribution               Type of Distribution                  (Per Share)
--------------------               --------------------             ----------------------
<S>                                <C>                              <C>
April 15, 1999                          Regular                            $  0.50
July 15, 1999                           Regular                            $  0.50
October 15, 1999                        Regular                            $  0.50
December 10, 1999                       Special                            $ 15.00(1)
December 27, 1999                       Special                            $ 15.00(2)
April 13, 2000                          Regular                            $   .15
July 13, 2000                           Regular                            $   .15
October 12, 2000                        Regular                            $   .15
December 14, 2000                       Regular                            $   .25

</TABLE>

(1)   Includes net proceeds from the sale of the 237 Property.
(2)   Includes net proceeds from the refinancing of the 1290 Property.

                  On March 16,  2001 the Company  announced a regular  quarterly
dividend of $0.25 per share,  which is payable on April 16, 2001 to stockholders
of record as of March 30, 2001.

                                       9
<PAGE>

ITEM 6.           SELECTED FINANCIAL DATA

                  The following table sets forth selected  historical  financial
data.

<TABLE>
<CAPTION>



CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(in thousands, except share amounts)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>              <C>               <C>               <C>                <C>
                                                                                                                     October 10,
                                                                                                                     1996
                                                                                                                     (commencement
                                                                                                                     of operations)
                                                                   Years Ended December 31,                          to December 31,
                                                    2000             1999              1998               1997             1996
                                                    ----             ----              ----               ----             ----

REVENUES
   Rental income                             $    90,073      $   126,434       $   134,754       $   129,617        $    28,141
   Lease termination income                            -           26,455                 -                 -                  -
   Miscellaneous income                            5,245            4,669             4,889             1,190              1,965
                                             -----------      -----------       -----------       -----------        -----------
      Total revenues                              95,318          157,558           139,643           130,807             30,106
                                             -----------      -----------       -----------       -----------        -----------

OPERATING EXPENSES
   Real estate taxes                              18,266           27,414            27,733            26,813              6,208
   Operating and maintenance                       5,173            6,756             7,119             7,553              1,774
   Utilities                                       8,186            6,991             6,674             6,870              1,195
   Payroll                                         3,091            4,323             4,430             4,332              1,170
   Management fees                                 1,770            2,198             2,298             2,121                426
   Professional fees                                 932            1,960             3,451             2,055                384
   General and administrative                        430            1,565               562             1,032                204
   Depreciation and amortization                  11,680           16,245            14,466            13,347              2,964
                                            ------------     ------------      ------------      ------------       ------------
      Total operating expenses                    49,528           67,452            66,733            64,123             14,325
                                            ------------     ------------      ------------      ------------       ------------

OTHER ITEMS
   Interest income                                 2,917            3,759             3,293             3,676                779
   Interest expense                              (41,464)         (33,582)          (35,800)          (36,233)            (7,977)
   Write-off of note receivable                        -           (1,088)                -                 -                  -
   Write-off of deferred financing costs               -           (2,307)                -                 -                  -
                                            ------------   -------------     --------------      ------------       ------------
    Total other items                            (38,547)         (33,218)          (32,507)          (32,557)            (7,198)
                                            -------------  --------------    --------------      ------------       ------------

GAIN ON SALE OF PROPERTY                               -           50,445                 -                 -                  -
                                            -------------  --------------    --------------      ------------       ------------

NET INCOME                                  $      7,243   $      107,333    $       40,403      $     34,127       $      8,583
                                            ============   ==============    ==============      ============       ============


Net Income Per Common Share:

Net income                                  $        .56   $         8.27    $         3.12      $       2.63       $       0.66
                                            ------------   --------------    --------------      ------------       ------------
Weighted average common shares
outstanding                                   12,997,699       12,971,262        12,967,153        12,963,963         12,963,046
                                            ------------   --------------    --------------      ------------       ------------

Net Income Per Common Share
(assuming dilution):

Net income                                  $        .56   $         8.26    $         3.11      $       2.63       $       0.66
                                            ------------   --------------    --------------      ------------       ------------
Weighted average common shares
outstanding (assuming dilution)               13,000,699       12,998,646        12,993,666        12,988,963         12,990,046
                                            ------------   --------------    --------------      ------------       ------------

Total assets as of year end                 $    473,864   $      475,276    $      767,771      $    757,932       $    766,219
                                            ------------   --------------    --------------      ------------       ------------

Long-term debt as of year end               $    425,200   $      425,000    $      410,625      $    418,125       $    420,000
                                            ------------   --------------    --------------      ------------       ------------

Cash dividends declared per common          $        .70   $        31.50    $         1.50      $       2.75       $       0.50
share                                       ------------   --------------    --------------      ------------       ------------

</TABLE>

                                       10
<PAGE>

On  November  22,  1999,  the  Company  sold  the 237  Property.  The  following
represents  the  condensed  results of  operations  for the 237 Property for the
period January 1, 1999 through November 21, 1999:


                                                                  (In thousands)

                  REVENUES:
                  Rental income                                         $43,618
                  Lease termination income                               25,855
                  Miscellaneous income                                      495
                                                                        --------

                  Total revenues                                          69,968
                                                                        --------

                  OPERATING EXPENSES:
                  Real estate taxes                                        9,324
                  Operating and maintenance                                2,300
                  Utilities                                                  572
                  Payroll                                                  1,539
                  Management fees                                            635
                  Professional fees                                          515
                  General and administrative                                 285
                  Depreciation and amortization                            5,624
                                                                        --------

                  Total operating expenses                                20,794
                                                                        --------

                  OTHER ITEMS:
                  Interest income                                          1,100
                  Interest expense                                      (11,801)
                                                                        --------
                  Total other items                                     (10,701)
                                                                        --------

                  NET INCOME                                             $38,473
                                                                        ========

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

                  The following  discussion  should be read in conjunction  with
Selected  Financial  Data and the financial  statements  included in "ITEM 6. --
SELECTED FINANCIAL DATA" and "ITEM 8. -- FINANCIAL  STATEMENTS AND SUPPLEMENTARY
DATA."

                  Overview

                  The  Company  was  formed  on  May  13,  1996  and   commenced
operations  on October 10, 1996,  upon  acquisition  of the 237 Property and the
1290 Property  pursuant to the Plan. The Company is a Maryland  corporation that
qualifies as a REIT for tax purposes.

                  Prior to November 22, 1999, the Company owned and operated the
237 Property and the 1290  Property.  On November 22, 1999, the Company sold its
interests in the 237 Property.  Consequently,  the Company's  principal business
objective  is to operate the 1290  Property in a manner that will  maximize  the
1290  Property's  revenues and value and in turn maximize funds from  operations
and stockholder value.

                  The 1290  Property  is a 43-story  Class A  commercial  office
building  with  approximately  2,000,000  rentable  square  feet of  space.  The
building is centrally located in midtown Manhattan and is connected to the famed
"Rockefeller  Center" complex via an underground  passageway.  The 1290 Property
serves  as  the   corporate   headquarters   for   Equitable  and  is  currently
approximately  99% leased.  Over the next five years,  approximately  24% of the

                                       11
<PAGE>

total rentable area of the building is subject to expiring  leases,  of which 5%
has been leased to an existing tenant as expansion space at the 1290 Property.

                  The Company, through the 1290 Property Owning Partnership, has
retained  Tishman Speyer  Properties,  L.P. to serve as the property manager and
leasing  agent,  which is responsible  for managing the daily  operations of the
1290  Property,  and  Capital  Trust,  Inc. to serve as the Asset  Manager.  The
Company has also entered into a REIT  Management  Agreement  with Tishman Speyer
Properties,  L.P.  to  perform  certain  accounting,   administrative  and  REIT
compliance monitoring services.

                  As of  December  31,  2000,  13,001,246  shares of Class A and
Class B Common Stock,  par value $10.00 per share,  were issued and outstanding.
The Common Stock of the Company is not listed on any  exchange,  and the Company
does not intend to list the Common Stock on any exchange in the near term.

                  The assets and results of  operations of the 1290 Property are
reported in the  consolidated  financial  statements  of the  Company  using the
consolidation method of accounting.

                  Historical   Consolidated  Statement  of  Income,  year  ended
                  December 31, 2000

                  Rental income for the year ended  December 31, 2000  decreased
by approximately  $36,361,  a decrease of 28.8% from the year ended December 31,
1999.  This  decrease was the result of the sale of the 237 Property on November
22,  1999.  This  decrease  is offset by an  increase  in base rents at the 1290
Property associated with new leases, and an increase in operating escalations at
the 1290  Property,  which was  primarily  the result of an  increase in utility
expense in 2000.

                  Miscellaneous  income in 1999  includes  approximately  $2,900
related to the reversal of a reserve for utility tax claims settled during 1999.
Miscellaneous income in 2000 includes $1,000 that was received in June 2000 from
a tenant at the 1290 Property in connection with the occupancy of space that the
tenant was previously  subleasing and now leases  directly,  and $3,800 that was
recognized in December 2000 related to the real estate tax refunds  received for
the tax years ending June 30, 1991 through June 30, 1996.

                  Operating  expenses for the year ended  December 31, 2000 were
$49,528,  a decrease  of 26.6%  from the year  ended  December  31,  1999.  This
decrease  was the result of the sale of the 237  Property on November  22, 1999.
This  decrease  is  partially  offset by  increases  in  utilities,  repairs and
maintenance, payroll and management fees at the 1290 Property and an increase in
depreciation  and  amortization  related to  additions  to  building  and tenant
improvements in 1999 and 2000. Operating expenses as a percentage of base rental
income and escalation income is 55.0% in 2000 versus 53.3% in 1999.

                  Interest income for the year ended December 31, 2000 decreased
by  approximately  $842,  a decrease of 22.4% from the year ended  December  31,
1999.  This  decrease was the result of the sale of the 237 Property on November
22, 1999, and a reduction in cash held by the Company.

                  Interest   expense  for  the  year  ended  December  31,  2000
increased  by  approximately  $7,882,  an  increase of 23.5% from the year ended
December  31,  1999.  This  increase  is  due  to a  higher  level  of  mortgage
indebtedness, a higher interest rate on such indebtedness and an increase in the
amortization of deferred financing costs associated with such indebtedness.

                  Historical   Consolidated  Statement  of  Income,  year  ended
                  December 31, 1999

                  Rental income for the year ended  December 31, 1999  decreased
by  approximately  $8,320,  a decrease of 6.2% from the year ended  December 31,
1998.  This  decrease was the result of the sale of the 237 Property on November

                                       12
<PAGE>

22,  1999,  a decrease in rents and  escalations  at the 237 Property due to the
early termination of the Swiss Reinsurance Company ("Swiss Re") lease, the write
off of deferred rent receivable related to the early partial  termination of the
lease with Warburg Pincus at the 237 Property and the write off of deferred rent
receivable  related to the early  termination  of B.T. Alex Brown's lease at the
1290  Property.  This decrease is partially  offset by an increase in base rents
associated  with the Credit Suisse Asset  Management  ("CSAM")  lease at the 237
Property in comparison to the base rents associated with the Swiss Re lease.

                  The Company received lease  termination  income of $26,455 for
the year ended December 31, 1999.  The  termination of the Swiss Re lease at the
237  Property  resulted  in the  payment  by Swiss Re to the  Company of a lease
termination  fee of $25,855 in July 1999. The Company also received a $600 lease
buyout  payment  in May 1999  from EMI  Entertainment  World,  Inc.  at the 1290
Property.

                  Miscellaneous  income in 1998 includes  $3,309  related to the
settlement of tax  certiorari  proceedings  for all tax years up to December 31,
1995 with  respect to the property  located at 2 Broadway  that was owned by the
Predecessors. Miscellaneous income in 1999 includes approximately $2,900 related
to the reversal of a reserve for utility tax claims settled during 1999.

                  Operating  expenses for the year ended  December 31, 1999 were
$67,452, an increase of 1.1% from the year ended December 31, 1998. This was the
result of increases in utilities,  repairs and maintenance,  professional  fees,
real estate taxes,  and an increase in the reserve for doubtful  accounts at the
1290  Property  and an  increase in  depreciation  and  amortization  related to
additions to building and tenant  improvements in 1998 and 1999. These increases
were offset by decreases due to the discontinuance of recording depreciation and
amortization  with respect to the 237 Property in July 1999 in  connection  with
the  Company's  decision to sell the  property,  the sale of the 237 Property on
November  22,  1999 and a  decrease  in  professional  fees as a  result  of the
settlement of certain tax certiorari  proceedings in 1998. Operating expenses as
a percentage of base rental income and escalation income is 53.3% in 1999 versus
49.5% in 1998.

                  Write off of note receivable represents the difference between
the carrying  amount of a tenant note  receivable  of $5,088 and the  settlement
amount of $4,000.

                  The Company wrote off $2,307 of unamortized deferred financing
costs in 1999 in connection with the refinancing of mortgage indebtedness at the
1290 Property.

                  Gain on sale of  property  represents  the gain on the sale of
the 237 Property on November 22, 1999. The Company sold its interests in the 237
Property for $372,000,  subject to customary  prorations and certain adjustments
which resulted in a net gain of $50,445.

                  Historical   Consolidated  Statement  of  Income,  year  ended
                  December 31, 1998

                  Rental income increased by  approximately  $5,137 for the year
ended December 31, 1998 as compared to the prior year.  This increase of 4.0% is
attributable  to  an  overall  increase  in  occupancy  at  the  1290  Property.
Miscellaneous  income  increased  by  approximately  $3,699  for the year  ended
December 31, 1998 as compared to the prior year primarily as a result of receipt
of net proceeds in excess of accrued  amounts  related to the  settlement of tax
certiorari  proceedings with respect to 2 Broadway,  a property previously owned
by the Predecessors.

                  Operating  expenses for the year ended  December 31, 1998 were
$66,713,  an  increase  of 4.0% from the year  ended  December  31,  1997.  This
increase is primarily attributable to professional fees and expenses incurred in
connection  with the  settlement  of tax  certiorari  proceedings  related  to 2
Broadway,  totaling $2,238 and an increase in depreciation  and  amortization of

                                       13
<PAGE>

$1,119,  which is primarily the result of building and tenant  improvements made
in 1997 and 1998. Operating expenses as a percentage of rental income is 49.5%.

                  Liquidity and Capital Resources

                  During 2000, the Company  generated cash flows from operations
of  approximately  $25,464.  The Company used this cash to pay  dividends in the
amount of $9,130,  pay  leasing  commissions  of  approximately  $2,982 and fund
building and tenant improvements of approximately $4,155.

                  At December 31,  2000,  the Company had  unrestricted  cash on
hand  of  approximately   $15,066.   At  December  31,  1999,  the  Company  had
unrestricted cash on hand of approximately $9,113.

                  Recent Pronouncement

                  Statement of Financial  Accounting Standards ("SFAS") No. 133,
Accounting for Derivative  Instruments and Hedging Activities,  is effective for
all  fiscal  years  beginning  after June 15,  2000.  SFAS 133,  as amended  and
interpreted,  establishes  accounting  and reporting  standards  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts,  and for hedging activities.  All derivatives,  whether designated in
hedging  relationships  or not,  will be  required to be recorded on the balance
sheet at fair value. If the derivative is designated as a fair-value  hedge, the
changes  in the  fair  value  of the  derivative  and the  hedged  item  will be
recognized in earnings.  If the  derivative is designated as a cash-flow  hedge,
changes  in  the  fair  value  of the  derivative  will  be  recorded  in  other
comprehensive  income (OCI) and will be recognized in the income  statement when
the  hedged  item  affects  earnings.  SFAS 133  defines  new  requirements  for
designation  and  documentation  of  hedging  relationships  as well as  ongoing
effectiveness  assessments  in order to use hedge  accounting.  For a derivative
that does not qualify as a hedge,  changes in fair value will be  recognized  in
earnings.

                  At January 1, 2001 the Company recorded  approximately  $6,800
in OCI as a cumulative  transition  adjustment in connection  with the 1290 Swap
Agreement, described below, which was designated as a cash flow-type hedge prior
to adopting SFAS 133.

ITEM 7A.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                  The  1290  Property  Owning  Partnership  and  Morgan  Stanley
Derivative  Products,  Inc.  entered into an Interest  Rate  Exchange  Agreement
effective December 13, 1999 (the "1290 Swap Agreement"). The 1290 Swap Agreement
provides  that the 1290  Property  Owning  Partnership  will pay  interest at an
effective  rate of  8.4995%  per  annum  on the  notional  amount  of  $425,000.
Management believes that the risk of incurring losses related to the credit risk
is remote and that any losses would be immaterial.

                  The  maturity   date  of  the  1290   Mortgage  Loan  and  the
termination  date of the 1290 Swap Agreement are identical.  The estimate of the
cost to unwind the 1290 Swap Agreement is  approximately  $6,800 at December 31,
2000. The Company has no intention of unwinding the 1290 Swap Agreement.

                                       14
<PAGE>



ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                          METROPOLIS REALTY TRUST, INC.
                          INDEX TO FINANCIAL STATEMENTS


HISTORICAL FINANCIAL STATEMENTS                                             Page

       Independent Auditors' Report........................................   16

       Consolidated Balance Sheets as of December 31, 2000 and 1999........   17

       Consolidated Statements of Income for the years ended December 31,
       2000, 1999 and 1998.................................................   18

       Consolidated Statements of Stockholders' Equity for years ended
       December 31, 2000, 1999 and 1998....................................   19

       Consolidated Statements of Cash Flows for years ended December 31,
       2000, 1999 and 1998.................................................   20

       Notes to Consolidated Financial Statements..........................   21

                                       15

<PAGE>



                          INDEPENDENT AUDITORS' REPORT

To the Stockholders of Metropolis Realty Trust, Inc.

We have  audited the  accompanying  consolidated  balance  sheets of  Metropolis
Realty  Trust,  Inc. and  Subsidiaries  as of December 31, 2000 and 1999 and the
related consolidated  statements of income,  stockholders' equity and cash flows
for each of the  three  years in the  period  ended  December  31,  2000.  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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  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.  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,  such consolidated  financial  statements present fairly, in all
material  respects,  the financial position of Metropolis Realty Trust, Inc. and
Subsidiaries  as of  December  31,  2000  and  1999  and the  results  of  their
operations  and their cash flows for each of the three years in the period ended
December 31, 2000 in conformity with accounting principles generally accepted in
the United States of America.

Deloitte & Touche LLP
New York, New York
January 22, 2001

                                       16
<PAGE>

<TABLE>
<CAPTION>


METROPOLIS REALTY TRUST, INC.
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>               <C>
ASSETS                                                                                            December 31,
                                                                                             2000              1999
                                                                                             ----              ----

Rental property - net of accumulated depreciation of $37,601 and $27,316,           $     368,152     $     374,282
   respectively
Cash and cash equivalents                                                                  15,066             9,113
Restricted cash                                                                             5,669             3,179
Tenant security deposits                                                                      228               226
Due from tenants - net of doubtful accounts of $2,745 and $3,651,
  respectively                                                                              1,662             2,446
Deferred financing costs - net of amortization of $4,515 and $207,
  respectively                                                                              8,401            12,616
Real estate tax refunds                                                                         -             3,175
Notes receivable                                                                              289                 -
Deferred rent receivable                                                                   48,828            46,110
Prepaid real estate taxes                                                                   8,721             8,658
Deferred leasing costs, net of amortization of $2,627 and $1,232, respectively             16,451            14,864
Other assets                                                                                  397               607
                                                                                   --------------     -------------

TOTAL ASSETS                                                                       $      473,864     $     475,276
                                                                                   ==============     =============

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities

   Secured notes                                                                   $      425,000     $     425,000
   Accounts payable and accrued expenses                                                    8,327             8,700
   Tenants' security deposits and unearned revenue                                          2,251             1,462
                                                                                   --------------     -------------

Total Liabilities                                                                         435,578           435,162
                                                                                   --------------     -------------

Subordinated Minority Interest                                                             14,409            14,409
                                                                                   --------------     -------------

Stockholders' Equity
   Preferred Stock - $10 par value, 10,000,000 shares authorized, none issued
   or outstanding
   Common Stock - $10 par value, 50,000,000 shares authorized,
   (Class A - outstanding - 8,065,186 and 8,059,586 shares, respectively;
   Class B - outstanding - 4,936,060 and 4,936,060 shares, respectively)                  130,012           129,956
   Paid-in capital                                                                        175,847           175,844
   Deficit                                                                               (281,982)         (280,095)
                                                                                   --------------     -------------

   Total Stockholders' Equity                                                              23,877            25,705
                                                                                   --------------     -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                         $      473,864     $     475,276
                                                                                   ==============     =============
</TABLE>

   See notes to consolidated financial statements.

                                       17
<PAGE>

<TABLE>
<CAPTION>

METROPOLIS REALTY TRUST, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share amounts)
------------------------------------------------------------------------------------------------------------------
                                                                            Years Ended December 31,
                                                                 2000                   1999                  1998
                                                                 ----                   ----                  ----
<S>                                                       <C>                    <C>                   <C>

REVENUES:
   Base rental income                                     $    85,129             $  114,983            $  119,275
   Lease termination income                                         -                 26,455                     -
   Operating escalation income                                  4,944                 11,451                15,479
   Miscellaneous income                                         5,245                  4,669                 4,889
                                                          -----------             ----------            ----------
      Total revenues                                           95,318                157,558               139,643
                                                          -----------             ----------            ----------

OPERATING EXPENSES:
   Real estate taxes                                           18,266                 27,414                27,733
   Operating and maintenance                                    5,173                  6,756                 7,119
   Utilities                                                    8,186                  6,991                 6,674
   Payroll                                                      3,091                  4,323                 4,430
   Management fees                                              1,770                  2,198                 2,298
   Professional fees                                              932                  1,960                 3,451
   General and administrative                                     430                  1,565                   562
   Depreciation and amortization                               11,680                 16,245                14,466
                                                          -----------             ----------            ----------
      Total operating expenses                                 49,528                 67,452                66,733
                                                          -----------             ----------            ----------

OTHER ITEMS:
   Interest income                                              2,917                  3,759                 3,293
   Interest expense                                           (41,464)               (33,582)              (35,800)
   Write-off of note receivable                                     -                 (1,088)                    -
   Write-off of deferred financing costs                            -                 (2,307)                    -
                                                          -----------             ----------          ------------
      Total other items                                       (38,547)               (33,218)              (32,507)
                                                          -----------             ----------          ------------

GAIN ON SALE OF PROPERTY                                            -                 50,445                     -
                                                          -----------             ----------          ------------

NET INCOME                                                $     7,243             $  107,333          $     40,403
                                                          -----------             ----------          ------------

NET INCOME PER COMMON SHARE:

   Net income                                             $       .56             $     8.27          $       3.12
                                                          -----------             ----------          ------------
   Weighted average common shares outstanding              12,997,699             12,971,262            12,967,153
                                                          -----------             ----------          ------------

NET INCOME PER COMMON SHARE
(assuming dilution):

   Net income                                             $       .56             $     8.26            $     3.11
                                                          -----------             ----------            ----------
   Weighted average common shares outstanding
   (including 3,000, 3,000, and 28,000 shares of
   common stock issuable upon the exercise of
   outstanding options as of December 31, 2000,
   1999, and 1998, respectively)                           13,000,699             12,998,646            12,993,666
                                                          -----------             ----------            ----------
</TABLE>

   See notes to consolidated financial statements.

                                       18

<PAGE>

<TABLE>
<CAPTION>


METROPOLIS REALTY TRUST, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                    <C>               <C>              <C>
                                                                                                  Retained         Total
                                                         Common Stock           Paid-in           Earnings         Stockholders'
                                                         at Par Value           Capital           (Deficit)        Equity
                                                         ------------           -------           ---------        -------------

BALANCE, JANUARY 1, 1998                                    $ 129,666         $ 175,736           $     573        $     305,975
Shares issued under Directors' Stock Plan                          40               108                   -                  148
Net income                                                          -                 -              40,403               40,403
Dividends declared                                                  -                 -             (19,454)             (19,454)
                                                         ------------         ---------           ---------        -------------
BALANCE, DECEMBER 31, 1998                                    129,706           175,844              21,522              327,072
Shares issued under Directors' Stock Plan                         250                 -                   -                  250
Net income                                                          -                 -             107,333              107,333
Dividends paid                                                      -                 -            (408,950)            (408,950)
                                                         ------------         ---------           ---------        -------------
BALANCE, DECEMBER 31, 1999                                    129,956           175,844            (280,095)              25,705
Shares issued under Directors' Stock Plan                          56                 3                   -                   59
Net income                                                          -                 -               7,243                7,243
Dividends paid                                                      -                 -              (9,130)              (9,130)
                                                         ------------         ---------           ---------        -------------
BALANCE, DECEMBER 31, 2000                                  $ 130,012         $ 175,847           $(281,982)            $ 23,877
                                                         ============         =========           ==========       =============

</TABLE>


See notes to consolidated financial statements.

                                       19

<PAGE>

<TABLE>
<CAPTION>


METROPOLIS REALTY TRUST, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
----------------------------------------------------------------------------------------------------------------------------
                                                                                          Years Ended December 31,
                                                                                2000                   1999             1998
                                                                                ----                   ----             ----
<S>                                                                             <C>                    <C>              <C>



CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                  $  7,243              $ 107,333       $   40,403
Adjustments to reconcile net income to net cash provided by operating
activities:
   Gain on sale of property                                                        -                (50,445)               -
   Write-off of deferred financing costs                                           -                  2,307                -
   Depreciation and amortization                                              15,987                 17,440           16,651
   Amortization of discount - notes receivable                                     -                      -             (545)
   Bad debt expense                                                                -                    585                -
   Write-off of note receivable                                                    -                  1,088                -
   Change in:
      Increase in restricted cash                                             (2,490)                (2,516)            (175)
      Decrease/(Increase) in due from tenants                                    784                  1,057           (1,084)
      (Increase)/Decrease in tenant security deposits                             (2)                   416                -
      (Increase)/Decrease in prepaid expenses and other assets                   149                  5,345             (535)
      Decrease in real estate tax refunds                                      3,175                  2,421           10,913
      Increase in deferred rent receivable                                    (2,719)               (15,229)         (12,976)
      (Decrease)/Increase in accounts payable and accrued expenses              (373)                 3,619           (5,041)
      Increase/(Decrease) in unearned revenue                                    789                   (990)           1,279
                                                                            --------               ---------         -------
   Net cash provided by operating activities                                  22,543                 72,431           48,890
                                                                            --------               ---------         -------

CASH FLOW FROM INVESTING ACTIVITIES:
Proceeds from sale of property                                                     -                344,259                -
Additions to building and equipment                                           (4,155)               (12,308)         (15,903)
Lease costs                                                                   (2,982)               (21,250)          (5,790)
Changes in notes receivable                                                     (289)                 8,218               339
                                                                            ---------             ---------         ---------
   Net cash (used) provided in investing activities                           (7,426)               318,919          (21,354)
                                                                            ---------             ---------         ---------

CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from mortgage note payable                                                -                425,000                 -
Financing costs                                                                  (93)               (12,823)                -
Payments on secured notes                                                          -               (410,625)           (7,500)
Dividends paid                                                                (9,130)              (408,950)          (19,454)
Distribution to subordinated minority interests                                    -                   (446)                -
Issuance of shares of common stock                                                59                    250               148
                                                                            ---------            -----------        ---------
   Net cash used in financing activities                                      (9,164)             (407,594)          (26,806)
                                                                            ---------            -----------        ----------

INCREASE /(DECREASE) IN CASH AND CASH EQUIVALENTS                              5,953                (16,244)              730

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                 9,113                 25,357            24,627
                                                                             --------            -----------        ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                    $ 15,066            $     9,113        $   25,357
                                                                              ======                  =====            ======

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Interest paid                                                        $    34,046             $   32,387       $   33,489
                                                                         ===========             ==========       ==========
    Dividends declared                                                  $      9,100              $ 408,950       $   19,454
                                                                        ============              =========       ==========

NON-CASH INVESTING AND FINANCING ACTIVITIES:
    Liabilities disposed of in connection with sale of property                                 $  170,009


    See notes to consolidated financial statements.

</TABLE>
                                       20

<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
(in thousands, except share amounts)
--------------------------------------------------------------------------------


1.   BACKGROUND,  BASIS OF  PRESENTATION  AND SUMMARY OF SIGNIFICANT  ACCOUNTING
     POLICIES

     Organization  -  Metropolis  Realty  Trust,  Inc.,  a Maryland  corporation
     ("Metropolis"  or the "Company"),  was formed on May 13, 1996 to facilitate
     the consummation of the Second Amended Joint Plan of  Reorganization of 237
     Park Avenue  Associates,  L.L.C.  ("237 LLC") and 1290  Associates,  L.L.C.
     ("1290 LLC" and together with 237 LLC, the "Predecessors"), dated September
     20, 1996 (the "Plan").  Pursuant to the Plan, on October 10, 1996, the date
     operations commenced ("Effective Date"), the Company acquired the interests
     of 237 LLC and 1290 LLC in the  properties  located at 237 Park Avenue (the
     "237  Property") and 1290 Avenue of the Americas (the "1290  Property," and
     together with the 237 Property, the "Properties").

     On November  22,  1999,  the Company  sold all of its  interests in the 237
     Property. Following such sale and as of December 31, 2000, the Company owns
     a 94.05% partnership interest, as limited partner, in 1290 Partners,  L.P.,
     a Delaware limited  partnership  (the "1290 Property Owning  Partnership").
     The 1290 Property Owning Partnership owns the 1290 Property. A wholly-owned
     subsidiary of the Company ("1290 GP Corp.") owns a 1% interest,  as general
     partner,  in the 1290 Property  Owning  Partnership.  The  remaining  4.95%
     interest in the 1290 Property Owning Partnership is owned by 237/1290 Upper
     Tier  Associates,  L.P., a Delaware  limited  partnership  (the "Upper Tier
     LP"). The 4.95% interest is subordinated to the 94.05% partnership interest
     of the Company with respect to certain priority distributions from the 1290
     Property Owning Partnership. The Upper Tier LP and the 1290 Property Owning
     Partnership   are   hereinafter   referred   to,   collectively,   as   the
     "Partnerships."

     Basis of  Presentation  - The  consolidated  financial  statements  include
     Metropolis  and each of the entities  through which  Metropolis  indirectly
     owns  the  Properties.  The  presentation  of  the  consolidated  financial
     statements  requires  estimates  and  assumptions  that affect the reported
     amounts of assets and liabilities at the balance sheet date. Actual results
     could differ from those estimates.  Certain 1998 and 1999 amounts have been
     reclassified to conform with the 2000 presentation.

     Rental  Property - Rental  property is carried at cost,  net of accumulated
     depreciation  and  amortization,   and  includes  land,  building,   tenant
     improvements and building  improvements.  Land is carried at $63,500, as of
     December  31, 2000 and 1999.  Building,  tenant  improvements  and building
     improvements  are carried at $342,253  and $338,098 as of December 31, 2000
     and December  31, 1999,  respectively.  If a property is  determined  to be
     impaired,  it must be written down to its estimated fair value.  Fair value
     is defined  as the amount for which the asset  could be bought or sold in a
     current  transaction,  that is, other than a forced or liquidation sale. No
     impairment of the 1290 Property exists as of December 31, 2000 and 1999.

     Cash and Cash Equivalents - Cash and cash equivalents  includes investments
     purchased with an original maturity of three months or less.

                                       21

<PAGE>


     Depreciation  and  Amortization  - Building and building  improvements  are
     depreciated  over their  useful  lives of 40 years using the  straight-line
     method.  Furniture  and  fixtures are  depreciated  over their useful life,
     ranging  from  5  to  7  years.  Tenant  improvements  are  amortized  on a
     straight-line basis over the terms of the respective leases.

     Deferred Charges - Deferred  financing costs are amortized over the term of
     the related loan.  Direct costs  related to leasing are amortized  over the
     related lease term.

     Rental Income - Rental income is recognized on a  straight-line  basis over
     the terms of the related  leases.  Differences  between actual base amounts
     due from tenant leases and the straight-line basis are included in deferred
     rent receivable.

     Restricted  Cash -  Restricted  cash for the year ended  December  31, 2000
     includes reserves for tenant improvements, leasing commissions,  insurance,
     real estate taxes and real estate tax refunds. Restricted cash for the year
     ended December 31, 1999 includes reserves for tenant improvements,  leasing
     commissions, insurance and real estate taxes.

     Recent Pronouncement - Statement of Financial Accounting Standards ("SFAS")
     No. 133, Accounting for Derivative  Instruments and Hedging Activities,  is
     effective for all fiscal years  beginning after June 15, 2000. SFAS 133, as
     amended and interpreted, establishes accounting and reporting standards for
     derivative  instruments,  including certain derivative instruments embedded
     in other contracts,  and for hedging activities.  All derivatives,  whether
     designated in hedging relationships or not, will be required to be recorded
     on the balance  sheet at fair value.  If the  derivative is designated as a
     fair-value  hedge,  the changes in the fair value of the derivative and the
     hedged item will be recognized in earnings. If the derivative is designated
     as a cash-flow  hedge,  changes in the fair value of the derivative will be
     recorded in other comprehensive  income (OCI) and will be recognized in the
     income  statement when the hedged item affects  earnings.  SFAS 133 defines
     new requirements for designation and documentation of hedging relationships
     as  well  as  ongoing  effectiveness  assessments  in  order  to use  hedge
     accounting.  For a derivative that does not qualify as a hedge,  changes in
     fair value will be recognized in earnings.

     On January 1, 2001 the Company  recorded  approximately  $6,800 in OCI as a
     cumulative   transition   adjustment  in  connection  with  the  1290  Swap
     Agreement.

     Use of Estimates - The  presentation of the financial  statements  requires
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities  as of December 31, 2000 and 1999 and the  reported  amounts of
     revenues and expenses  during the reporting  periods.  Actual results could
     differ from those estimates.

     Fair Value of Financial  Instruments - The carrying amount of cash and cash
     equivalents,  tenant security deposits,  tax refunds  receivable,  accounts
     receivable  and accounts  payable are a  reasonable  estimate of their fair
     value due to their short-term nature.

     Management  believes  the fair market  value of the  mortgage  loan payable
     approximates the carrying value at December 31, 2000 and 1999.

     The  fair  value  estimates   presented   herein  are  based  on  pertinent
     information available to management as of December 31, 2000 and 1999.

                                       22

<PAGE>

     Income Taxes - The Company  qualifies as a REIT under the Internal  Revenue
     Code, as amended, and will generally not be taxed at the corporate level on
     income it currently  distributes to its  stockholders  so long as it, among
     other things, distributes at least 95% of its REIT taxable income.

2.   SALE OF PROPERTY

     On  September  23,  1999,  the Company  entered  into an Interest  Purchase
     Agreement (the "Purchase  Agreement") with 237 Park Investors,  L.L.C. (the
     "237  Buyer"),  pursuant  to which  the  Company  agreed to sell all of its
     interests in the 237 Property for an aggregate  purchase price of $372,000,
     subject to customary  prorations and certain adjustments (the "237 Property
     Sale").

     On November 22, 1999,  the Company  consummated  the 237 Property  Sale and
     recognized  a gain of  $50,445.  Net  assets  as of the  date of sale  were
     $293,814.  The following  represents  the results of operations for the 237
     Property for the period January 1, 1999 through November 21, 1999:


                  REVENUES:
                  Base rental income                        $   34,261
                  Lease termination income                      25,855
                  Operating escalation income                    9,357
                  Miscellaneous income                             495
                                                            ----------

                  Total revenues                                69,968
                                                            ----------

                  OPERATING EXPENSES:
                  Real estate taxes                              9,324
                  Operating and maintenance                      2,300
                  Utilities                                        572
                  Payroll                                        1,539
                  Management fees                                  635
                  Professional fees                                515
                  General and administrative                       285
                  Depreciation and amortization                  5,624
                                                            ----------

                  Total operating expenses                      20,794
                                                            ----------

                  OTHER ITEMS:
                  Interest income                                1,100
                  Interest expense                             (11,801)
                                                            ----------

                  Total other items                             (10,701)
                                                            ----------

                  NET INCOME                                $   38,473
                                                            ==========

3.   REAL ESTATE TAX REFUNDS

     Tax certiorari  proceedings have been settled with the City of New York for
     over-assessment  of property  taxes for the tax years  ending June 30, 1991
     through  June 30,  1996 with  respect  to the 1290  Property.  The  Company
     received  net  proceeds  of  approximately  $6,519 in  December  2000 after
     payment of approximately  $876 of fees and expenses  incurred in connection
     with such proceedings. Of this amount,  approximately $3,211 is included in
     restricted  cash and will be reimbursed to tenants.  Such net proceeds were
     approximately  $3,800 in excess of estimated  net proceeds and are included
     in miscellaneous income in 2000.

     Tax certiorari  proceedings  have been commenced  which remain  outstanding
     against the City of New York for  over-assessment of property taxes for the
     tax years  ending June 30, 1997  through  June 30, 2001 with respect to the
     1290 Property.

                                       23

<PAGE>

     2 Broadway  Associates,  L.P. ("2 Broadway LP")  commenced  tax  certiorari
     proceedings  against the City of New York for  over-assessment  of property
     taxes for the tax years  ended June 30,  1988  through  June 30,  1995 with
     respect to the 2 Broadway  Property.  The rights to the  proceeds  of the 2
     Broadway  Property tax certiorari  proceedings were assigned to the Company
     pursuant to the Plan. The Company settled such proceedings with the City of
     New York on July 14, 1998 and received net proceeds of approximately $8,342
     after reimbursements to tenants and $2,238 of fees and expenses incurred in
     connection  with such  proceedings.  Such net proceeds  were  approximately
     $3,280  in  excess  of   estimated   net   proceeds  and  are  included  in
     miscellaneous income in 1998.

4.   MORTGAGE NOTES

     In December 1999, the 1290 Property Owning Partnership  refinanced mortgage
     indebtedness  secured by the 1290 Property of approximately  $224,900,  and
     obtained a $425,000  mortgage loan (the "1290 Mortgage Loan").  Interest on
     the 1290 Mortgage Loan is based on LIBOR plus 2% and requires interest only
     payments  through  maturity on January 2, 2003.  The 1290  Property  Owning
     Partnership has a one time right (subject to achieving certain  conditions,
     including  a debt  service  coverage  ratio,  loan to value  ratio  and the
     payment of a 25 basis point  extension  fee), at its option,  to extend the
     maturity  for a period  of twelve  months.  The 1290  Mortgage  Loan may be
     repaid  in whole  after  December  31,  2000,  without  penalty.  The costs
     associated  with securing the 1290 Mortgage Loan of  approximately  $12,916
     are included in deferred financing costs and are amortized over the term of
     the 1290  Mortgage  Loan as a component  of interest  expense.  Unamortized
     costs  associated  with the prior mortgage  indebtedness  of  approximately
     $2,307 were written off in 1999.

     The  1290  Property  Owning   Partnership  and  Morgan  Stanley  Derivative
     Products,  Inc. entered into an Interest Rate Exchange Agreement  effective
     December  13,  1999 (the "1290 Swap  Agreement").  The 1290 Swap  Agreement
     provides that the 1290 Property Owning  Partnership will pay interest at an
     effective  rate of 8.4995% per annum of the  notional  amount of  $425,000.
     Management believes that the risk of incurring losses related to the credit
     risk is remote and that any losses would be immaterial.

     The maturity date of the 1290 Mortgage Loan and the termination date of the
     1290 Swap Agreement are  identical.  The estimate of the cost to unwind the
     1290 Swap  Agreement is  approximately  $6,800 at December  31,  2000.  The
     Company has no intention of unwinding the 1290 Swap Agreement.

5.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES

     Accounts  payable and accrued  expenses  as of  December  31, 2000  include
     property operating expenses payable.  Accounts payable and accrued expenses
     as of December 31, 1999 include property operating expenses payable, funded
     reserves  held by the Company for  utility  tax claims,  and tenant  claims
     against real estate tax proceeds.

6.   SUBORDINATED MINORITY INTEREST

     The Subordinated  Minority Interest  represents the 99% limited partnership
     interest of JMB/NYC Office  Building  Associates,  L.P.  ("JMB/NYC") in the
     Upper Tier LP which owns a subordinated 4.95% limited partnership  interest
     in  the  1290  Property  Owning  Partnership  (the  "Subordinated  Minority
     Interest").  Pursuant to the 1290 Property Owning Partnership's Amended and
     Restated   Agreement  of  Limited   Partnership   (the  "1290   Partnership
     Agreement"),  (A) if JMB/NYC  exercises  its right  (the "JMB Put  Right"),
     which right is  exercisable  commencing  in  September  2001,  to cause the
     Company to acquire the interest  held by Upper Tier LP in the 1290 Property
     Owning  Partnership  (the "Upper Tier LP  Interest"),  the Company would be
     required to pay to JMB/NYC the greater of (x) $1,000 and (y) the Put Amount
     (as defined  below),  (B) if the Company  exercises its right (the "Company
     Call  Right"),  which right is  exercisable  commencing  in March 2001,  to
     acquire the Upper Tier LP Interest, the Company would be required to pay to
     JMB/NYC  the  greater  of (x) $1,400  and (y) the Call  Amount (as  defined

                                       24
<PAGE>

     below),  and (C) the Company may sell the 1290  Property,  its  partnership
     interest in the 1290  Property  Owning  Partnership  or greater  than a 51%
     interest in the Company itself at any time after January 1, 2000;  provided
     that in connection with such sale the Company pays $4,500 to JMB/NYC.  "Put
     Amount" means the price based upon a multiple of the net  operating  income
     of the 1290 Property for the immediately preceding calendar year reduced by
     the debt  encumbering the 1290 Property and any priority  distributions  to
     which the  Company is  entitled  as a partner of the 1290  Property  Owning
     Partnership.  "Call  Amount" means the price based upon a multiple of twice
     the net operating  income of the 1290 Property for the period of January 1,
     2000  through  June 30,  2000,  reduced  by the debt  encumbering  the 1290
     Property and any priority distributions to which the Company is entitled as
     a partner of the 1290 Property Owning Partnership.

     The Company does not intend to sell the 1290  Property  prior to March 2001
     and  intends to  exercise  the  Company  Call Right in March  2001.  If the
     Company exercises the Company Call Right in March 2001, the Company expects
     that it would be required to pay $1,400 to JMB/NYC.

     Management believes, however, that no economic obligation exists to JMB/NYC
     as of December 31, 2000 and that  JMB/NYC  would not be entitled to receive
     any  distributions  in excess of amounts under the Put Right and Call Right
     in respect of the Subordinated Minority Interest. Management believes that,
     upon exercise by the Company of the Company Call Right,  JMB/NYC would only
     be  entitled  to receive  $1,400 in respect  of the  Subordinated  Minority
     Interest.

7.   STOCKHOLDERS' EQUITY

     The Company has the authority to issue  50,000,000  shares of common stock,
     par value $10 per share (the  "Common  Stock"),  and  10,000,000  shares of
     Preferred  Stock,  par value $10 per share. As of December 31, 2000,  there
     were   13,001,246   shares  of  the  Company's   Common  Stock  issued  and
     outstanding,  8,065,186 of which were Class A Common Stock and 4,936,060 of
     which were Class B Common  Stock.  The Class A Common Stock and the Class B
     Common Stock have  identical  rights and  privileges,  and are treated as a
     single  class,  with  respect to all  matters  (other than  certain  voting
     rights)  including,  without  limitation,  the payment of distributions and
     upon liquidation.

8.   STOCK PLAN AND REGISTRATION RIGHTS

     The Board of  Directors  of the  Company  adopted a  Directors'  Stock Plan
     effective  October  10,  1996.  Pursuant  to the Stock  Plan,  the Board of
     Directors  of the  Company  has the  authority  to issue to  members of the
     Company's Board of Directors options to purchase, in the aggregate, 100,000
     shares of Common Stock.  On the Effective  Date, the initial members of the
     Company's Board of Directors were granted  options  entitling each director
     to purchase an  aggregate  of 3,000  shares of Common  Stock at an exercise
     price of $25 per share.

     Pursuant to the Stock Plan,  each  Director  received  400 shares of Common
     Stock at the annual  meetings in 1997, 1998 and 2000 in  consideration  for
     services  rendered  to the Company  during  such  years.  The value of such
     shares  was  based  upon the most  recent  price  at  which  shares  of the
     Company's  Common  Stock were  traded  prior to such grant of shares and is
     included as an operating expense.

     In March 1998, John R.S. Jacobsson,  a new director, was granted 400 shares
     of Common Stock and options entitling him to purchase an aggregate of 3,000
     shares of Common  Stock at an  exercise  price of $42.50  per  share.  Such
     shares and options  were  issued in July 1998.  The  exercise  price of Mr.
     Jacobsson's  options was  adjusted to $27.50 and to $12.50 on December  13,
     1999  and  December  28,  1999,  respectively.  All  of  such  options  are
     exercisable as of December 31, 2000. 25,000 options were exercised in 1999.
     Total outstanding options at December 31, 2000 and 1999 aggregated 3,000.

                                       25

<PAGE>

     The Company has entered into a Registration  Rights  Agreement  between the
     Company  and  certain  holders of Common  Stock.  The  Registration  Rights
     Agreement  permits  such   stockholders  to  demand,   subject  to  certain
     conditions,  that the  Company  register  their  Common  Stock for sale and
     provides all of the Company's  stockholders  with the right to  participate
     proportionally in any public offering of the Company's securities.

9.   RELATED PARTY TRANSACTIONS

     Sale of 237  Property/Refinancing  of 1290  Property  - John  R.  Klopp,  a
     director,  officer and  stockholder of the Company,  is employed by Capital
     Trust,  Inc., the parent company of Victor Capital Group L.P. ("VCG").  VCG
     acted as one of the Company's  representatives  in connection with the sale
     of the  237  Property  in  November  1999.  Pursuant  to the  terms  of the
     retention  agreement between VCG and the Company,  VCG was paid a fee equal
     to $930 (0.25% of the total transaction  value). In addition,  VCG was paid
     approximately $1,594 by the Company in December 1999 as a fee in connection
     with the refinancing of the debt pertaining to the 1290 Property.

     Asset  Management  - The  Company  has  entered  into an  Asset  Management
     Agreement with a company ("Asset Manager") that is directly affiliated with
     two of  Metropolis'  stockholders.  One of  these  stockholders  is  also a
     Director  and Officer of the  Company.  The Asset  Manager  provides  asset
     advisory,  consultation and management  services for the Company.  Fees for
     such services are payable in arrears,  on a monthly basis of $25. The Asset
     Management Agreement also provides for reimbursement for costs and expenses
     for  contractors  and  professional  fees,   payable  as  incurred.   Asset
     management  fees incurred for the years ended December 31, 2000,  1999, and
     1998 were approximately $300 each year.

     Property  Management - The Company has also  entered into a Management  and
     Leasing Agreement with a company ("Property Manager/Leasing Agent") that is
     an affiliate of a  stockholder.  The Property  Manager/Leasing  Agent is to
     manage and operate the property and  provided all  supervisory,  management
     and leasing services for the 1290 Property for the years ended December 31,
     2000,  1999 and 1998 and for the 237 Property for the years ended  December
     31, 1999 and 1998. The Management and Leasing Agreement  provides for a fee
     of 1.5% of Gross Revenues,  payable monthly, and reimbursement for overhead
     and all  reasonable  out-of-pocket  expenses  incurred.  The Management and
     Leasing Agreement also provides for leasing commissions to be calculated on
     a sliding scale  percentage  basis of the lease's base rent. Fees under the
     Management  and Leasing  Agreement  for the years ended  December 31, 2000,
     1999,  and  1998  totaled   approximately   $2,295,   $5,528,  and  $3,451,
     respectively.

     An affiliate of the Property  Manager/Leasing  Agent  provided the cleaning
     services for the 1290 Property for the years ended December 31, 2000,  1999
     and 1998 and for the 237 Property for the years ended December 31, 1999 and
     1998. Fees incurred for cleaning  services for the years ended December 31,
     2000, 1999, and 1998 totaled $2,499, $3,680, and $4,248 respectively.

     REIT Management - The Company has entered into a REIT Management  Agreement
     with the Property  Manager/Leasing Agent ("REIT Manager"). The REIT Manager
     is to perform certain accounting,  administrative and monitoring  services.
     The REIT Management Agreement provides for compensation to the REIT Manager
     of a monthly fee and  reimbursement of documented  out-of-pocket  expenses.
     Fees  incurred  under the REIT  Management  Agreement  for the years  ended
     December 31, 2000, 1999, and 1998 were $137, $125 and $141, respectively.

                                       26

<PAGE>

10.  FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying amount of cash and cash  equivalents,  restricted cash, tenant
     security deposits,  tax refunds  receivable,  and accounts receivable are a
     reasonable estimate of their fair value due to their short-term nature. The
     Company  believes  the  fair  value of the 1290  Swap  Agreement  generally
     offsets  gains or losses on the 1290 Mortgage Loan being hedged and changes
     the nature of such underlying financial  instruments.  The maturity date of
     the 1290 Mortgage Loan and the termination  date of the 1290 Swap Agreement
     are  identical.  The estimate of the cost to unwind the 1290 Swap Agreement
     is  approximately  $6,800 as of  December  31,  2000.  The  Company  has no
     intention of unwinding the 1290 Swap Agreement.

     Management  believes  the  fair  market  value of the  1290  Mortgage  Loan
     approximates the carrying value at December 31, 2000.

     The  fair  value  estimates   presented   herein  are  based  on  pertinent
     information available to management as of December 31, 2000.

11.  LEASES

     Minimum  future  rents  (excluding  escalation  rentals) due to the Company
     under noncancellable leases as of December 31, 2000 are as follows:

                            2001                                  $  82,397
                            2002                                     80,964
                            2003                                     82,341
                            2004                                     77,085
                            2005                                     72,293
                            Thereafter                              426,670
                                                                  ---------
                                                                   $821,750

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

     None.



                                       27
<PAGE>


                                    PART III

ITEM 10.        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The directors and executive  officers of the Company as of December 31, 2000 are
as follows:

Name                               Age        Position
----                               ---        --------
William L. Mack...............     61         Director and Chairman of the Board

Lee S. Neibart................     50         Director and President

Bruce H. Spector..............     58         Director

John R.S. Jacobsson...........     32         Director, Vice President
                                              and Secretary

John R. Klopp.................     47         Director and Vice President

Russel S. Bernard.............     43         Director

Ralph F. Rosenberg............     36         Director

David A. Strumwasser..........     49         Director

David Roberts.................     38         Director

                  Each of the officers and directors  listed  above,  other than
John R. Klopp and John R.S.  Jacobsson,  has served in the positions  listed for
the Company  since  September  1996.  Mr.  Klopp has served as a Director  since
September 1996 and as an officer since  December 1996. Mr.  Jacobsson has served
as a Director since October 1997 and as an officer since December 1996.

                  William  L. Mack has  served as the  Chairman  of the Board of
Directors of the Company since 1996. Mr. Mack is the managing  partner of Apollo
Real  Estate  Advisors,  L.P.,  the  manager of four  opportunistic  real estate
investment  funds,  which he  co-founded  in 1993 and serves as President of its
corporate  general  partner.  Beginning  in 1969,  Mr.  Mack  served as Managing
Partner of the Mack  Company,  where he oversaw the  dynamic  growth of the Mack
Company's office,  industrial,  retail and hotel facilities. Mr. Mack has served
as a director  of  Mack-Cali  Realty  Corporation  ("Mack-Cali")  since the 1997
merger of the Mack Company's  office  portfolio into Mack-Cali and has served as
Chairman of Mack-Cali  since June 2000.  Mr. Mack is also a director of The Bear
Stearns  Companies,  Inc., an investment  banking firm,  Vail Resorts,  Inc., an
owner and operator of Colorado ski resorts, and Wyndham International,  Inc., an
owner and operator of a national  chain of hotel  properties.  Mr. Mack attended
the Wharton School of Business and Finance at the University of Pennsylvania and
received a B.S. degree in business administration,  finance and real estate from
New York University.

                  Lee S.  Neibart is a partner of Apollo Real  Estate  Advisors,
L.P.,  with which he has been associated  since 1993, and directs  portfolio and
asset  management.  From 1979 to 1993, he was Executive Vice President and Chief
Operating  Officer  of  the  Robert  Martin  Company,   a  private  real  estate
development  and  management  firm.  Mr.  Neibart is a director of Atlantic Gulf
Communities Corp., a land development company, Koger Equity, Inc., a real estate
investment trust that owns and operates office properties,  NextHealth, Inc., an
owner  and  operator  of  spa  and  wellness  facilities,  Roland  International
Corporation,  a land  development  company,  Wyndham  International,  Inc.,  and
Meadowbrook Golf Group, Inc., an owner and operator of golf courses. Mr. Neibart
received a B.A. from the  University  of Wisconsin  and an M.B.A.  from New York
University.

                                       28
<PAGE>

                  Bruce H. Spector is a partner of Apollo Real Estate  Advisors,
L.P., with which he has been associated since 1993, and has been responsible for
advising on matters of reorganization  strategy.  From 1967 to 1992, Mr. Spector
was a  member  of the law  firm of  Stutman,  Treister  and  Glatt,  spending  a
substantial  amount  of that  time as a senior  partner  and head of the  firm's
executive committee.  Mr. Spector is a director of Pacer International,  Inc., a
national  intermodal and logistics company,  Vail Resorts,  Inc. and Park Media,
LLC,  a firm  specializing  in  bringing  advertising  revenue  to the owners of
parking  venues.  Mr.  Spector  received a B.A. from the  University of Southern
California and a J.D. from the UCLA School of Law.

                  John R. S.  Jacobsson  is a  partner  of  Apollo  Real  Estate
Advisors,  L.P. with which he has been associated  since 1993. Mr.  Jacobsson is
responsible for investments, investment management and capital raising at Apollo
Real Estate Advisors,  L.P. and co-heads its Japanese investment program.  Prior
to 1993, Mr.  Jacobsson was associated with the  acquisitions  group of Trammell
Crow Ventures,  a real estate  investment  firm. Mr.  Jacobsson is a director of
Koger Equity, Inc., Roland  International  Corporation and Oasis Car Wash, Inc.,
an owner and operator of car washes.  Mr. Jacobsson received a B.A. from Harvard
College in 1990.

                  John R. Klopp has been a director of Capital  Trust,  Inc., an
investment  management and finance company focused on the commercial real estate
industry,  since January 1997, the chief executive  officer, a vice chairman and
the president of Capital Trust,  Inc. since February 1997, July 1997 and January
1999,  respectively.  Mr.  Klopp was a founder and a managing  partner of Victor
Capital Group L.P. ("Victor  Capital") from 1989 until the acquisition of Victor
Capital by Capital Trust,  Inc. in July 1997. Mr. Klopp was a Managing  Director
and co-head of Chemical Realty  Corporation,  the real estate investment banking
affiliate of Chemical Bank, from 1982 to 1989. From 1978 to 1982, Mr. Klopp held
various  positions  with  Chemical  Bank's  Real Estate  Division,  where he was
responsible  for  originating,   underwriting   and  monitoring   portfolios  of
construction  and permanent  loans. He received a B.A. from Tufts  University in
1976 with a major in economics, and an M.B.A. in 1978 from the Wharton School at
the University of Pennsylvania with a major in real estate and finance.

                  Russel  S.   Bernard  is  a  Principal   of  Oaktree   Capital
Management, LLC ("Oaktree"),  with which he has been involved since 1995, and is
the  portfolio  manager of Oaktree's  real estate and mortgage  funds.  Prior to
joining Oaktree in 1995, Mr. Bernard was a Managing Director of Trust Company of
the West ("TCW").  Under  subadvisory  relationships  with Oaktree,  Mr. Bernard
continues to serve as portfolio  manager for the TCW Special Credits  distressed
mortgage funds.  From 1986 to 1994, Mr. Bernard was a partner in Win Properties,
Inc., a national real estate  investment  company,  where he was responsible for
the  acquisition,  financing and operation of a national real estate  portfolio.
Mr.  Bernard  holds a B.S. in Business  Management  and  Marketing  from Cornell
University.

                  Ralph  F.  Rosenberg  is  Co-Chief  Operating  Officer  of the
Goldman,  Sachs & Co. ("Goldman,  Sachs") Real Estate Principal Investment Area.
Mr. Rosenberg joined the Real Estate  Department of Goldman,  Sachs in 1986 as a
Financial  Analyst  where he remained  until 1988.  He rejoined  the Real Estate
Department of Goldman,  Sachs as an Associate in 1990, transferred to their Real
Estate  Principal  Investment  Area at its  inception  in  1992,  became  a Vice
President in 1994 and a Partner and a Managing  Director in 1998. Mr.  Rosenberg
serves on the Whitehall Investment Committee,  the Goldman Sachs Emerging Market
Real Estate Investment  Committee and the Goldman Sachs Asia Special  Situations
Investment Committee. Mr. Rosenberg also serves on the Board of Trustees of RCPI
Trust and on the Board of  Directors  of Archon  Group,  Inc. He received a B.A.
from Brown University in 1986 and an M.B.A. from the Stanford Graduate School of
Business in 1990.

                  David  A.   Strumwasser   is  a  Principal   of   Whippoorwill
Associates,  Incorporated  ("Whippoorwill"),  an investment management firm, and
has served as a Managing  Director  and General  Counsel of  Whippoorwill  since

                                       29
<PAGE>

1993.  From 1984 to 1993,  Mr.  Strumwasser  was a Partner  and  co-head  of the
Bankruptcy  and  Reorganization  Practice  at the New York law firm of  Berlack,
Israels & Liberman LLP.  Prior to that, he practiced  bankruptcy law at Anderson
Kill & Olick,  LLP, from 1981 to 1984,  and at Weil,  Gotshal & Manges LLP, from
1976 to 1979. From 1979 to 1981, Mr. Strumwasser was an Assistant Vice President
at Citicorp Industrial Credit, Inc. Mr. Strumwasser is a director of Barneys New
York,  Inc., a luxury  retailer.  Mr.  Strumwasser  received a B.A. in political
science from the State University of New York at Buffalo in 1973 and a J.D. from
Boston College Law School in 1976.

                  David Roberts has been a Managing Director of Angelo, Gordon &
Co., L.P. ("Angelo,  Gordon"),  an investment management firm, since 1993, where
he oversees the firm's real estate and special situations investment activities.
From  1988  until  1993,  Mr.  Roberts  was a  principal  of  Gordon  Investment
Corporation,  a Canadian  merchant bank, where he participated in a wide variety
of principal  transactions including investments in the real estate and mortgage
banking  industries.  Prior to that, Mr. Roberts worked in the Corporate Finance
Department  of L.F.  Rothschild & Co.  Incorporated,  an  investment  bank, as a
Senior Vice President specializing in mergers and acquisitions.  Mr. Roberts has
a B.S. in Economics from the Wharton School of the University of Pennsylvania.

                  Pursuant  to  the   Charter,   until  the   occurrence   of  a
Simplification Event (as hereinafter  defined),  the Company's nine-member Board
of Directors is divided into five classes. The Class I Director, Lee S. Neibart,
was elected by the holder of the Class B Common  Stock;  the Class II  Directors
consist of Bruce H.  Spector and David  Roberts,  both elected by the holders of
the  Class A Common  Stock  and Class B Common  Stock;  the Class III  Directors
consist of John R.S.  Jacobsson  and David A.  Strumwasser,  both elected by the
holders  of the  Class A Common  Stock and  Class B Common  Stock;  the Class IV
Directors consist of William L. Mack and Ralph F. Rosenberg, both elected by the
holders of the Class A Common  Stock and Class B Common  Stock;  and the Class V
Directors consist of Russel S. Bernard,  a director  designated by Oaktree,  and
John R. Klopp, a director  designated by the Company's  stockholders (other than
Apollo, Whitehall Street Real Estate Limited Partnership V and Oaktree).

                  The initial terms of Class I, Class II, Class III and Class IV
directors of the Company expired in 1997, 1998, 1999 and 2000, respectively, and
the initial term of the Class V directors  expires in 2001.  As the term of each
class expires,  directors in that class will be elected by the  stockholders  of
the Company for a term of years which will expire in 2001,  after which time all
five  classes of  directors  will be elected  for  one-year  terms.  The Charter
provides that the Company will at all times have at least two directors that are
not  affiliated  with Apollo,  any Transferee (as defined in the Charter) or any
other stockholder of more than 10% of the stock of the Company.

                  "Simplification  Event" means the earliest to occur of (i) the
date on which Apollo and its affiliates  (taken  together) or any transferee and
its  affiliates  (taken  together)  no longer  hold a number of shares of Common
Stock  representing at least 30% of the combined voting power of all outstanding
shares of stock of the Company; (ii) the date on which Apollo and its affiliates
(taken  together) or any transferee and its affiliates  (taken  together) or any
other  person or entity and its  affiliates  (taken  together)  hold a number of
shares of Common Stock representing at least 75% of the combined voting power of
all outstanding  shares of stock of the Company;  (iii) the fifth anniversary of
the Effective  Date; and (iv) the date of the annual meeting of  stockholders in
2001.

                  Compliance with Section 16(a) of the Exchange Act

                  Section 16(a) of the  Securities and Exchange Act of 1934 (the
"Exchange Act") requires the Company's  officers and directors,  and persons who
own more than 10% of a registered class of the Company's equity  securities,  to
file  reports of  ownership  and changes in ownership  with the  Securities  and
Exchange  Commission.  Officers,  directors and 10% stockholders are required by

                                       30
<PAGE>

regulation of the Securities and Exchange Commission to furnish the Company with
copies of all Section 16(a) forms they file. Based solely on its review of Forms
3, 4 and 5 available to the Company and written  representations from certain of
the  directors,  officers  and 10%  stockholders  that no form is required to be
filed,  the Company  believes that no director,  officer or beneficial  owner of
more  than 10% of the  Common  Stock  failed to file on a timely  basis  reports
required pursuant to Section 16(a) of the Exchange Act with respect to 2000.

ITEM 11.          EXECUTIVE COMPENSATION

                  The  Company  has no  employees.  In 2000,  the members of the
Board of Directors  earned (i) $15,000 in cash as an annual  retainer,  (ii) 400
shares of Common Stock issued under the Company's 1996  Directors'  Stock Option
Plan (as amended,  the "Stock  Plan") and (iii) $750.00 per meeting of the Board
of Directors  attended by such member.  Upon election to the Board of Directors,
each initial Director  received options (the "Options") to purchase 3,000 shares
of the Company's Class A Common Stock which vested over two years.

                  On November  29,  1999,  the Board of  Directors  authorized a
distribution  by the Company of $15.00 per share of the  Company's  Common Stock
payable on December  10, 1999 to the holders of record of the  Company's  Common
Stock on December 9, 1999.  In  response  to the  payment of such  dividend,  on
December 13, 1999,  the Board of Directors  decreased the exercise  price of all
outstanding Options by $15.00 per share.

                  On December  13,  1999,  the Board of  Directors  authorized a
distribution  by the Company of $15.00 per share of the  Company's  Common Stock
payable on December 27, 1999 to the holders of record of the  Company's  Class A
and Class B Common  Stock on December  23,  1999.  In response to the payment of
such  dividend,  on December 28,  1999,  the Board of  Directors  decreased  the
exercise  price of Mr.  Jacobsson's  Options by $15.00 per share,  to $12.50 per
share. On December 23, 1999,  each member of the Board of Directors  (except Mr.
Jacobsson)  exercised his Options. See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT -- Description of Stock Plan."

                  The Company has purchased a directors' and officers' liability
insurance policy in the amount of $10,000,000.

                  The  directors of the Company and the  237/1290  Upper Tier GP
Corp.  ("Upper  Tier GP Corp.")  are  identical.  John R. S.  Jacobsson,  Lee S.
Neibart and John R. Klopp are the directors of 1290 GP Corp. The officers of the
Company,  Upper Tier GP Corp. and 1290 GP Corp.  are identical.  The officers of
the Company will not receive any  compensation  from the Company  other than any
compensation they may receive as directors.  The directors and officers of Upper
Tier GP Corp.  and 1290 GP Corp.  will not receive any  compensation  from Upper
Tier GP Corp. or 1290 GP Corp.

                  In January 2000, the directors of the Company appointed Lee S.
Neibart,  John R. S.  Jacobsson and John R. Klopp to serve as the members of the
Company's audit committee.  Messrs. Neibart and Jacobsson are partners of Apollo
Real Estate  Advisors,  L.P., which is the general partner of Apollo Real Estate
Investment  Fund, L.P., a significant  stockholder of the Company.  Mr. Klopp is
the Chief  Executive  Officer of Capital Trust,  Inc. whose  relationship to the
Company is described  under "CERTAIN  RELATIONSHIPS  AND RELATED  TRANSACTIONS--
Asset  Manager."  The  audit  committee  does not  serve  pursuant  to a written
charter. Its purposes are to (i) make recommendations  concerning the engagement
of the Company's independent public accountants,  (ii) review with the Company's
independent public accountants the policies, procedures and results of the audit
engagement,  (iii)  approve  professional  services  provided  by the  Company's
independent  public  accountants,  (iv) review the independence of the Company's
independent  public  accountants,  (v) consider the range of audit and non-audit

                                       31
<PAGE>

fees, (vi) review the adequacy of the Company's  internal  accounting  controls,
and (vii)  recommend  information  to be  included  in the  Company's  quarterly
reports on Forms 10-Q and annual reports on Forms 10-K.

ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                  The  information set forth in the following table is furnished
as of February 28, 2001,  with respect to any person  (including any "group," as
that term is used in Section  13(d)(3) of the Exchange  Act) who is known to the
Company to be the beneficial owner of more than 5% of any class of the Company's
voting  securities,  and as to those shares of the Company's  equity  securities
beneficially owned by each of its directors,  its executive officers, and all of
its executive  officers and directors as a group. As of February 28, 2001, there
were 13,001,246 shares of Common Stock outstanding.

<TABLE>
<CAPTION>

                                                                          Number of Shares            Percent of Common
                                                                         Beneficially Owned                 Stock
                                                                         ------------------           -----------------
<S>                                                                      <C>                          <C>

Principal Stockholders

Apollo Real Estate Investment Fund, L.P. (1)                                    4,936,060                  38.0%
The TCW Group, Inc. (2)                                                         2,254,341                  17.3%
Oaktree Capital Management, LLC (3)                                             1,917,063                  14.7%
WSB Realty, L.L.C. (4)                                                          1,122,421                   8.6%
Angelo, Gordon & Co., L.P. (5)                                                  1,093,743                   8.4%
Intermarket Corp. (6)                                                             931,000                   7.2%

Directors and Executive Officers

William L. Mack (7)                                                                 4,200                   *
Lee S. Neibart (8)                                                                  4,200                   *
John R.S. Jacobsson (9)                                                             4,200                   *
Bruce H. Spector (10)                                                               4,200                   *
John R. Klopp (11)                                                                 24,200                   *
Russel S. Bernard (12)                                                                  0                   *
Ralph F. Rosenberg (13)                                                                 0                   *
David A. Strumwasser (14)                                                               0                   *
David Roberts (15)                                                                      0                   *
                                                                                  -------
Directors and Executive Officers as a group (9 persons) (16)                       41,000                   *
                                                                                  =======
</TABLE>

*        Less than 1%

(1)      Held of record by Atwell & Co., c/o The Chase Manhattan  Bank,  N.A., 4
         New York Plaza, New York, NY 10004.  Apollo Real Estate Advisors,  L.P.
         is the managing general partner of Apollo Real Estate  Investment Fund,
         L.P. ("Apollo") and a joint reporting person with respect to beneficial
         ownership  of these  shares  of  Common  Stock  according  to  Apollo's
         Schedule  13G,  filed with the  Securities  and Exchange  Commission on
         February 13, 1998.

(2)      Includes  1,586,814 shares as to which voting and dispositive  power is
         shared  with  Oaktree  Capital   Management,   LLC  ("Oaktree")  as  an
         investment  sub-adviser  to TCW Asset  Management  Company  for various
         limited  partnerships,  trusts and third party  accounts  for which TCW
         Asset Management Company acts as general partner or investment manager.
         According to the Schedule  13G filed with the  Securities  and Exchange
         Commission  on  February  12,  1998,  Robert  Day,  Chairman  and Chief
         Executive Officer of The TCW Group, Inc. ("TCW"), may be deemed to be a
         control person of TCW and certain other holders of the Company's Common
         Stock.   Also  includes   667,527   shares  held  by  various   limited
         partnerships,  trusts and third  party  accounts  for which TCW Special
         Credits acts as general partner or investment manager. The shares shown

                                       32
<PAGE>

         are held of record by (i) Saturn & Co.,  c/o  Investors  Bank and Trust
         Company, 200 Clarendon Street, Boston, Massachusetts 02117-9130 (58,124
         shares), and (ii) Cede & Co., c/o Investors Bank and Trust Company, 200
         Clarendon Street, Boston,  Massachusetts 02117-9130 (2,196,217 shares).
         To the extent  permitted by  applicable  law, TCW and Robert Day hereby
         disclaim beneficial ownership of such shares.

(3)      Includes  1,586,814 shares as to which voting and dispositive  power is
         shared with TCW Asset Management Company, which acts as general partner
         or investment  manager for certain funds and accounts for which Oaktree
         acts as an investment sub-adviser. Also includes 284,839 shares held by
         two limited partnerships of which Oaktree is general partner and 41,210
         shares  held  by a  third  party  account  for  which  Oaktree  acts as
         investment  manager.  The 326,049  shares as to which  Oaktree has sole
         voting and  dispositive  power are held of record by Cun & Co., c/o The
         Bank of New York,  One Wall Street,  New York, NY 10005.  Also includes
         4,200  shares  held  directly by Oaktree.  To the extent  permitted  by
         applicable law, Oaktree hereby disclaims  beneficial  ownership of such
         shares.

(4)      Does not include  4,200 shares owned by The Goldman  Sachs Group,  Inc.
         WSB Realty,  L.L.C. is located at 85 Broad Street,  New York, NY 10004.
         According to  Amendment  No. 3 to the Schedule 13G filed by The Goldman
         Sachs  Group,  Inc.  with the  Securities  and Exchange  Commission  on
         February 13, 2001, these shares are reported as beneficially  owned by:
         (i) Goldman, Sachs & Co., (ii) The Goldman Sachs Group, Inc., (iii) WSB
         Realty, L.L.C., (iv) Whitehall Street Real Estate Limited Partnership V
         and (v) WH Advisors, L.L.C. V.

(5)      Angelo,  Gordon & Co., L.P.'s address is 245 Park Avenue,  New York, NY
         10167.  According  to  Amendment  No. 2 to the  Schedule  13G  filed by
         Angelo,  Gordon & Co., L.P.  ("Angelo  Gordon") with the Securities and
         Exchange  Commission on February 12, 2001, these shares are reported as
         beneficially  owned by: (i) Angelo,  Gordon & Co.,  L.P.,  (ii) John M.
         Angelo,  in his capacities as a general  partner of AG Partners,  L.P.,
         the sole general  partner of Angelo,  Gordon,  and the chief  executive
         officer  of  Angelo,  Gordon  and  (iii)  Michael  L.  Gordon,  in  his
         capacities  as the other general  partner of AG Partners,  L.P. and the
         chief operating officer of Angelo, Gordon.

(6)      Intermarket Corp.'s address is 667 Madison Avenue, New York, NY 10021.

(7)      Does not  include  shares  owned by Apollo.  Includes  1,200  shares of
         Common  Stock and 3,000 shares of Common Stock issued upon the exercise
         of options granted to Mr. Mack under the Company's Stock Plan. Mr. Mack
         is the  managing  partner of Apollo Real  Estate  Advisors,  L.P.,  the
         general partner of Apollo,  and the President of its corporate  general
         partner.  Mr.  Mack  disclaims  beneficial  ownership  of the shares of
         Common Stock owned by Apollo.

(8)      Does not  include  shares  owned by Apollo.  Includes  1,200  shares of
         Common  Stock and 3,000 shares of Common Stock issued upon the exercise
         of options  granted to Mr. Neibart under the Company's  Stock Plan. Mr.
         Neibart is a partner of Apollo Real Estate  Advisors,  L.P. Mr. Neibart
         disclaims  beneficial  ownership of the shares of Common Stock owned by
         Apollo.

(9)      Does not  include  shares  owned by Apollo.  Includes  1,200  shares of
         Common  Stock  and  3,000  shares of  Common  Stock  issuable  upon the
         exercise of options granted to Mr.  Jacobsson under the Company's Stock
         Plan. Mr. Jacobsson is a partner of Apollo Real Estate  Advisors,  L.P.
         Mr. Jacobsson disclaims  beneficial ownership of the Common Stock owned
         by Apollo.

(10)     Does not  include  shares  owned by Apollo.  Includes  1,200  shares of
         Common  Stock and 3,000 shares of Common Stock issued upon the exercise
         of options  granted to Mr. Spector under the Company's  Stock Plan. Mr.
         Spector is a partner of Apollo Real Estate  Advisors,  L.P. Mr. Spector
         disclaims  beneficial  ownership of the shares of Common Stock owned by
         Apollo.

(11)     Includes  1,200 shares of Common Stock and 3,000 shares of Common Stock
         issued  upon the  exercise  of options  granted to Mr.  Klopp under the
         Company's Stock Plan.

                                       33
<PAGE>

(12)     Does not include shares owned by funds and accounts  managed by Oaktree
         or shares owned  directly by Oaktree.  Does not include 1,200 shares of
         Common  Stock and 3,000 shares of Common Stock issued upon the exercise
         of options  granted to Mr. Bernard under the Company's  Stock Plan. Mr.
         Bernard is a Principal of Oaktree.  Mr.  Bernard  disclaims  beneficial
         ownership  of the shares of Common  Stock  owned by funds and  accounts
         managed by Oaktree  and the shares of common  stock  owned  directly by
         Oaktree.  Mr.  Bernard is required to transfer to Oaktree any shares of
         Common Stock he either receives directly under the Company's Stock Plan
         or purchases  upon an exercise of options  granted  under the Company's
         Stock Plan.

(13)     Does not include  shares owned by WSB Realty,  L.L.C.  Does not include
         1,200  shares of Common  Stock and 3,000  shares of Common Stock issued
         upon the  exercise  of  options  granted  to Mr.  Rosenberg  under  the
         Company's Stock Plan. Mr. Rosenberg disclaims  beneficial  ownership of
         the shares of Common Stock owned by WSB Realty, L.L.C. Mr. Rosenberg is
         a Managing Director of Goldman, Sachs & Co. Pursuant to Mr. Rosenberg's
         employment  arrangements  with Goldman,  Sachs & Co., Mr.  Rosenberg is
         required to transfer to The Goldman  Sachs  Group,  Inc.  any shares of
         Common Stock he receives either directly under the Company's Stock Plan
         or purchases  upon an exercise of options  granted  under the Company's
         Stock Plan.

(14)     Does not include 289,503 shares held by various limited partnerships, a
         trust and third party accounts for which Whippoorwill Associates,  Inc.
         has  discretionary  authority and acts as general partner or investment
         manager. Does not include 1,200 shares of Common Stock and 3,000 shares
         of Common  Stock  issued upon the  exercise  of options  granted to Mr.
         Strumwasser  under the  Company's  Stock  Plan.  Mr.  Strumwasser  is a
         Principal,  Managing  Director  and  General  Counsel  of  Whippoorwill
         Associates.  Mr.  Strumwasser  is required to transfer to  Whippoorwill
         Associates  any shares of Common Stock he receives  directly  under the
         Company's  Stock Plan or purchases upon an exercise of options  granted
         under the Stock Plan. Mr. Strumwasser disclaims beneficial ownership of
         the shares of Common Stock owned by  discretionary  accounts managed by
         Whippoorwill Associates as set forth above.

(15)     Does not include shares owned by Angelo, Gordon. Does not include 1,200
         shares of Common Stock and 3,000 shares of Common Stock issued upon the
         exercise of options  granted to Mr.  Roberts under the Company's  Stock
         Plan. Mr. Roberts is a Managing Director of Angelo, Gordon. Mr. Roberts
         is required to transfer to Angelo, Gordon any shares of Common Stock he
         receives  directly under the Company's  Stock Plan or purchases upon an
         exercise of options granted under the Stock Plan. Mr. Roberts disclaims
         beneficial  ownership  of the shares of Common  Stock  owned by Angelo,
         Gordon.

(16)     See  notes 7  through  15  above  with  respect  to the  nature  of the
         ownership of Directors  and  Executive  Officers as a group,  including
         disclaimers of beneficial ownership described therein.

                  Description of Stock Plan

                  The following is a summary of the material  terms of the Stock
Plan, as amended.  Such summary does not purport to be complete and is qualified
in its  entirety by  reference to the Stock Plan, a copy of which has been filed
as Exhibit 10.5 hereto.
   ------------

                  The Board of Directors adopted the Stock Plan on the Effective
Date,  and amended the Stock Plan on December 13, 1999. The purpose of the Stock
Plan is to attract and retain  qualified  persons as Directors.  Pursuant to the
Stock Plan,  the Board of Directors of the Company has the authority to issue to
members  of the  Company's  Board  of  Directors  options  to  purchase,  in the
aggregate,  100,000 shares of Class A Common Stock. Pursuant to the Plan and the
Stock Plan, on the Effective Date, the initial members of the Company's Board of
Directors were each granted 3,000 Options.  After the adjustment of the Options'
exercise prices,  each such Director exercised his Options on December 23, 1999,
as more  particularly  described under "EXECUTIVE  COMPENSATION." In March 1998,
John R.S.  Jacobsson was granted options  entitling him to purchase an aggregate
of 3,000 shares of Common Stock at an exercise  price of $42.50 per share.  Such
options were issued in July 1998,  and are fully  exercisable as of December 31,
2000. The exercise price of Mr.  Jacobsson's  options was adjusted to $27.50 and

                                       34
<PAGE>

to $12.50 on December  13, 1999 and December  28,  1999,  respectively,  as more
particularly described under "EXECUTIVE COMPENSATION."

                  Each Director who is elected or appointed  after the Effective
Date will be granted options to purchase 3,000 shares of Class A Common Stock on
the date of the meeting of the Company's  stockholders at which such Director is
first  elected to the Board of  Directors  or the date of the Board of Directors
meeting at which such  Director is first  appointed to the Board of Directors to
fill a vacancy on the Board of Directors.  Each holder of an option issued under
the Stock Plan will be entitled to exercise the option to purchase  one-third of
the  shares of  Common  Stock  covered  by such  option on the date of  original
issuance thereof,  one-third on the first anniversary of such date and one-third
on the  second  anniversary  of such date,  in each case,  any time prior to the
tenth anniversary of the date of grant.

                  If the holder of an option  ceases to serve as a  Director  of
the Company for any reason,  options that have been  previously  granted to such
holder and that have not been vested  will be  forfeited  and  options  that are
vested  as of the date of such  cessation  may be  exercised  by such  holder in
accordance  with and subject to the Stock Plan.  If the holder of an option dies
while  serving as a Director of the Company,  options that have been  previously
granted to such holder and that are vested as of the date of such holder's death
may be exercised by such holder's legal  representative  in accordance  with and
subject to the Stock Plan.

ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                  Asset Manager

                  The Company has retained  Capital Trust,  Inc. to serve as the
Company's Asset Manager pursuant to an Asset Management  Agreement,  dated as of
the Effective Date (the "Asset Management Agreement"). John R. Klopp, one of the
Company's  Directors  and an officer and a  stockholder  of the Company,  is the
Chief Executive  Officer of Capital Trust, Inc. Pursuant to the Asset Management
Agreement,  the Asset Manager will act as the Company's  advisor and  consultant
with respect to the management of the 1290 Property and the Company's  interests
in the 1290 Property Owning Partnership.

                  The Asset  Management  Agreement has a term of one year, which
term will be automatically  extended for consecutive one-year periods thereafter
unless the  Company  or the Asset  Manager  notifies  the other at least 30 days
before the then  current term would  otherwise  terminate of its election not to
extend the term.

                  The Company may terminate the Asset  Management  Agreement (i)
after the  expiration  of a cure period,  by notice to the Asset  Manager if the
Asset  Manager  defaults in any material  respect in its  performance  under the
Asset  Management  Agreement,  and (ii)  immediately  upon  notice  to the Asset
Manager if the 1290  Property  is sold or if there is a change in control of the
Asset Manager. The Asset Manager may terminate the Asset Management Agreement if
the  Company  defaults in the payment of any amount due and payable to the Asset
Manager and such failure continues for 30 days after the Asset Manager's written
notice  of such  failure.  Either  party  may  terminate  the  Asset  Management
Agreement by giving notice to the other upon the  occurrence  of certain  events
relating to the bankruptcy or insolvency of the other party.

                  The  Company  will pay the  Asset  Manager  a fee (the  "Asset
Management Fee") in an amount equal to $25,000 per month.  Asset management fees
incurred  for  each of the  years  ended  December  31,  2000,  1999,  and  1998
aggregated  approximately  $300,000.  In  addition  to the  payment of the Asset
Management  Fee,  the  Company  will  reimburse  the Asset  Manager  for certain
expenses.  If the  Company  believes  that the Asset  Management  Fee  should be
reduced and the  parties  are unable in good faith to agree upon a reduced  fee,

                                       35
<PAGE>

the Asset Management  Agreement will be terminable by either party upon 90 days'
notice to the other.

                  Management and Leasing Agreements

                  The 1290 Property Owning Partnership entered into a Management
and Leasing Agreement,  dated as of the Effective Date (the "Property Management
Agreement"), with the Property Manager/Leasing Agent. Nyprop, LLC, a stockholder
of the Company, is an affiliate of the Property  Manager/Leasing Agent. Pursuant
to  the  Property  Management  Agreement,  the  Property  Manager/Leasing  Agent
performed  all  supervisory,  management  and  leasing  services  and  functions
reasonably necessary or incidental to the leasing,  management and operations of
the 1290 Property for the years ended  December 31, 2000,  1999 and 1998 and for
the 237 Property for the years ended December 31, 1999 and 1998.  Fees under the
Property  Management  Agreement for the years ended December 31, 2000, 1999, and
1998 totaled approximately $2,295,000, $5,528,000, and $3,451,000, respectively.

                  An affiliate of the Property  Manager/Leasing  Agent  provided
the  cleaning  services for the 1290  Property for the years ended  December 31,
2000,  1999 and 1998 and for the 237 Property  for the years ended  December 31,
1999 and 1998. Fees incurred for cleaning  services for the years ended December
31,  2000,  1999,  and  1998  totaled  $2,499,000,  $3,680,000  and  $4,248,000,
respectively.

                  The Property  Management  Agreement has an initial term of two
years,  which term will be  automatically  extended for  additional  consecutive
90-day terms until such time as the 1290 Property  Owning  Partnership  notifies
the Property  Manager/Leasing Agent in writing, at least 30 days before the then
current term would otherwise  terminate,  of its election not to extend the term
of the Property Management Agreement.

                  The  1290  Property  Owning   Partnership  may  terminate  the
Property  Management  Agreement on 60 days notice if the 1290 Property is either
sold by the 1290 Property Owning  Partnership or refinanced by the 1290 Property
Owning  Partnership  pursuant to a securitized  financing of the 1290  Property,
provided that  termination of the Property  Management  Agreement as a result of
such financing will only be effective if the Property  Manager/Leasing  Agent is
not approved by the rating  agency  participating  in such  financing.  The 1290
Property Owning Partnership may terminate the Property Management  Agreement (i)
after a certain cure period, upon notice to the Property  Manager/Leasing  Agent
if the Property  Manager/Leasing  Agent breaches a material term of the Property
Management  Agreement,   and  (ii)  immediately  upon  notice  to  the  Property
Manager/Leasing Agent if (x) the Property Manager/Leasing Agent or any principal
of the Property Manager/Leasing Agent intentionally misappropriates funds of the
1290  Property  Owning  Partnership  or commits  fraud against the 1290 Property
Owning  Partnership  or  if  there  is a  change  in  control  of  the  Property
Manager/Leasing  Agent.  The Property  Manager/Leasing  Agent may  terminate the
Property  Management  Agreement (i) after a certain cure period,  upon notice to
the 1290 Property  Owning  Partnership if the 1290 Property  Owning  Partnership
breaches a material term of the Property Management Agreement,  and (ii) upon 60
days notice to the 1290 Property Owning  Partnership if the 1290 Property Owning
Partnership fails to provide funds on a consistent basis to operate and maintain
the 1290 Property.  Either party may terminate the Property Management Agreement
upon  notice to the other party in the event that a petition  in  bankruptcy  is
filed against the other party and is not dismissed within 60 days, or a trustee,
receiver or other  custodian is appointed  for a  substantial  part of the other
party's  assets and is not  vacated  within 60 days or the other  party makes an
assignment for the benefit of its creditors.

                  The 1290 Property Owning Partnership will (i) pay the Property
Manager/Leasing  Agent a fee in an amount equal to 1.5% of gross  revenues  from
the 1290  Property,  which  fee will be paid  monthly,  and (ii)  reimburse  the
Property   Manager/Leasing  Agent  for  all  reasonable  out-of-pocket  expenses

                                       36
<PAGE>

incurred by the Property Manager/Leasing Agent related to the performance of its
responsibilities  under the  Property  Management  Agreement,  to the extent set
forth in the annual budget. In addition, the Property Manager/Leasing Agent will
be entitled to receive  commissions  in connection  with the leasing of space at
the 1290 Property and renewals and extensions of leases.

                  The Company has entered into a REIT Management  Agreement with
the  Property  Manager/Leasing  Agent ("REIT  Manager").  The REIT Manager is to
perform certain  accounting,  administrative and monitoring  services.  The REIT
Management  Agreement  provides for  compensation to the REIT Manager of monthly
fees of  approximately  $10,500  per  month,  and  reimbursement  of  documented
out-of-pocket  expenses.  Fees incurred under the REIT Management  Agreement for
the years ended December 31, 2000,  1999,  and 1998 were $137,000,  $125,000 and
$141,000, respectively.

                                       37
<PAGE>

                                    PART IV


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

(a)(1)        Financial Statements are included in response to Item 8 hereof.

(a)(2)        Financial  Statement  Schedules have been omitted because they are
              inapplicable,  not required, or the information is included in the
              financial statements or notes thereto.

(a)(3)        Exhibits

2.1           Second  Amended  Joint Plan of  Reorganization  of 237 Park Avenue
              Associates, L.L.C. and 1290 Associates, L.L.C.*

2.2           Technical Amendment to Second Amended Joint Plan of Reorganization
              of 237 Park Avenue Associates,  L.L.C. and 1290 Associates, L.L.C.
              *

2.3           Second  Technical  Amendment  to  Second  Amended  Joint  Plan  of
              Reorganization  of 237 Park  Avenue  Associates,  L.L.C.  and 1290
              Associates, L.L.C. *

3.1           Articles of Amendment and Restatement of Metropolis  Realty Trust,
              Inc., dated October 7, 1996. *

3.2           Amended and Restated By-Laws of Metropolis Realty Trust Inc. *

10.1          Agreement and Plan of Merger among 1290  Associates,  L.L.C.,  237
              Park Avenue Associates, L.L.C. and 237/1290 Upper Tier Associates,
              L.P., as of October 10, 1996. *

10.2          Amended and Restated Partnership Agreement of 1290 Partners, L.P.,
              dated November 22, 1999.***

10.3          Third  Amended  and  Restated  Limited  Partnership  Agreement  of
              237/1290 Upper Tier Associates, L.P., dated November 19, 1999.***

10.4          Redemption  and   Substitution   Agreement  among  JMB/NYC  Office
              Building  Associates,  L.P.,  O&Y  Equity  Company,  L.P.,  O&Y NY
              Building Corp.,  237/1290 Upper Tier GP Corp.,  and 237/1290 Upper
              Tier Associates, L.P., dated October 10, 1996. *

10.5          Amended and Restated Metropolis Realty Trust, Inc. 1996 Directors'
              Stock Plan. ***

10.6          Form of Metropolis  Realty Trust,  Inc. Stock Option Agreement for
              Directors.*

10.7          Form of Indemnification Agreement, dated as of October 10, 1996. *

10.8          Registration Rights Agreement, dated as of October 10, 1996. *

10.9          Indemnification   Agreement  given  by  Property  Partners,  L.P.,
              Carlyle-XIII Associates, L.P., and Carlyle-XIV Associates, L.P. to
              Metropolis Realty Trust, Inc., dated as of October 10, 1996. *

10.10         Modification of Operating Agreement of 237 Park Avenue Associates,
              L.L.C., dated as of October 10, 1996. *

10.11         Debt Contribution  Agreement,  dated as of October 10, 1996, among
              Metropolis  Realty Trust,  Inc.,  237/1290 Lower Tier  Associates,
              L.P., 237 Park Partners, L.P., and 1290 Partners, L.P. *

10.12         Debt  Assumption,  Release  and  Security  Agreement  (237  Excess
              amount) dated October 10, 1996. *

                                       38
<PAGE>

10.13         Debt  Assumption,  Release and  Security  Agreement  (1290  Excess
              amount) dated October 10, 1996. *

10.14         Release of Assumed Debt and  Termination  of Security  Interest by
              Bankers Trust Company for the benefit of O&Y NY Building Corp. and
              O&Y Equity Company, L.P., dated as of October 10, 1996. *

10.15         237 Property  Contribution  Agreement  between 237/1290 Upper Tier
              Associates,  L.P.,  237/1290 Lower Tier  Associates,  L.P. and 237
              Park Partners, L.P., dated as of October 10, 1996. *

10.16         1290 Property  Contribution  Agreement  among  237/1290 Upper Tier
              Associates,  L.P.,  237/1290 Lower Tier Associates,  L.P. and 1290
              Partners, L.P., dated as of October 10, 1996.*

10.17         Loan Agreement  among 1290 Partners,  L.P.,  Lenders Party thereto
              and General  Electric  Capital  Corporation,  dated  December  13,
              1999.***

10.18         Amended,  Restated and Consolidated  Promissory Note, made by 1290
              Partners,  L.P. in favor of General Electric Capital  Corporation,
              dated December 13, 1999.***

10.19         Amended,   Restated   and   Consolidated   Mortgage  and  Security
              Agreement,  between  1290  Partners,  L.P.  and  General  Electric
              Capital Corporation, dated December 13, 1999.***

10.20         Indemnification  and Pledge Agreement between 1290 Partners,  L.P.
              and Apollo Real Estate  Investment  Fund, L.P., dated December 13,
              1999.***

10.21         Management and Leasing Agreement  between 237 Park Partners,  L.P.
              and Tishman Speyer Properties, L.P. *

10.22         Management and Leasing Agreement  between 1290 Partners,  L.P. and
              Tishman Speyer Properties, L.P. *

10.23         Asset Management  Agreement between  Metropolis Realty Trust, Inc.
              and 970 Management, L.L.C., dated as of October 10, 1996. *

10.24         Interest Purchase Agreement between Metropolis Realty Trust, Inc.,
              237 GP Corp., 237 Park Investors,  L.L.C. and Escrow Agent,  dated
              as of September 23, 1999. **

10.25         Restructuring Agreement between Metropolis Realty Trust, Inc., 237
              GP Corp., JMB/NYC Office Building Associates,  L.P., certain other
              holders of  indirect  interests  in 237 Park  Avenue  and  certain
              affiliates of 237 Park Investors,  L.L.C., dated as of October 28,
              1999. **

(b)           Reports on Form 8-K incorporated by reference.
              None.

(c)           Exhibits.
              Refer to paragraph (a)(3) under this Item 14.

(d)           Not applicable.


---------------------
*             Incorporated  by  reference  to  the   registrant's   Registration
              Statement  on Form  10  (File  No.  0-21849)  and  any  amendments
              thereto.

**            Incorporated   by   reference  to  the   registrant's   definitive
              Information  Statement on Schedule  14C filed with the  Securities
              and Exchange Commission on October 29, 1999.

                                       39
<PAGE>

***           Incorporated  by reference to the  Registrant's  Annual  Report on
              Form 10-K filed with the  Securities  and Exchange  Commission  on
              March 30, 2000.

                                       40
<PAGE>





                                   SIGNATURES

                  Pursuant  to the  requirements  of  Section 13 or 15(d) of the
Securities  Exchange Act of 1934,  the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                                   METROPOLIS REALTY TRUST, INC.



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



                                           By:    /s/ Stuart Koenig
                                                  ------------------------------
                                           Name:  Stuart Koenig
                                           Title: Principal Financial Officer



Date:  April 2, 2001

                  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.

Signature                           Title                          Date
---------                           -----                          ----
 /s/  Lee S. Neibart                President and Director         April 2, 2001
---------------------------
Lee S. Neibart

/s/  William L. Mack                Chairman of the Board          April 2, 2001
---------------------------         and Director
William L. Mack

/s/  John R. S. Jacobsson           Vice President, Secretary      April 2, 2001
---------------------------         and Director
John R. S. Jacobsson

/s/  John R. Klopp                  Vice President and Director    April 2, 2001
---------------------------
John R. Klopp

/s/ Bruce H. Spector                Director                       April 2, 2001
---------------------------
Bruce H. Spector

<PAGE>


/s/  Russel S. Bernard              Director                       April 2, 2001
---------------------------
Russel S. Bernard

/s/  Ralph F. Rosenberg             Director                       April 2, 2001
---------------------------
Ralph F. Rosenberg

/s/  David A. Strumwasser           Director                       April 2, 2001
---------------------------
David A. Strumwasser

/s/  David Roberts                  Director                       April 2, 2001
---------------------------
David Roberts