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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-K/A

(Amendment No. 1)

(Mark One)

|    |  |                                                                                       
|--- |  | --------------------------------------------------------------------------------------
|[X] |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934
|    |  |                                                                                       
|    |  | For the fiscal year ended December 31, 2002                                           

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 0-17660                                                            

METRIC PARTNERS
GROWTH SUITE INVESTORS, L.P.,

a California Limited Partnership
(Exact name of Registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|CALIFORNIA                                                     |  | 94-3050708                          
|                                                               |  |                                     
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

|                                              |  |           
|--------------------------------------------- |  | ----------
|1 California Street
San Francisco, California |  | 94111-5415
|                                              |  |           
|(Address of principal executive offices)      |  | (Zip Code)

|                                                    |  |                                            
|--------------------------------------------------- |  | -------------------------------------------
|Registrants telephone number, including area code: |  | (415) 678-2000
(800) 347-6707 in all states

|                                                            |  |                                   
|----------------------------------------------------------- |  | ----------------------------------
|Securities registered pursuant to Section 12(b) of the Act: |  | None                              
|Securities registered pursuant to Section 12(g) of the Act: |  | Limited Partnership Assignee Units

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 [  ]

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

No market for the Limited Partnership Assignee Units exists and therefore a
market value for such Units cannot be determined.

Explanatory Note

This amendment is being filed in order to conform signatures omitted on the Signature page, the Certifications which
immediately follow that page, and on Exhibit 99.1 in the filing of Form 10-K.





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TABLE OF CONTENTS



|                              |                                                                                               |  |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                       
|                              | Item 1. Business                                                                             
|                              | Item 2. Properties                                                                           
|                              | Item 3. Legal Proceedings                                                                    
|                              | Item 4. Submission of Matters to a Vote of Security Holders                                  
|PART II                      
|                              | Item 5. Market for Registrants Common Equity and Related Stockholder Matters                
|                              | Item 6. Selected Financial Data                                                              
|                              | Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
|                              | Item 7a. Quantitative and Qualitative Disclosures about Market Risk                          
|                              | Item 8. Financial Statements and Financial Statement Schedules                               
|NOTES TO FINANCIAL STATEMENTS
|                              | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
|PART III                     
|                              | Item 10. Directors and Executive Officers of the Registrant                                  
|                              | Item 11. Executive Compensation                                                              
|                              | Item 12. Security Ownership of Certain Beneficial Owners and Management                      
|                              | Item 13. Certain Relationships and Related Transactions                                      
|                              | Item 14. Controls and Procedures                                                             
|PART IV                      
|                              | Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K                    
|SIGNATURES                   
|Certifications               
|Exhibit 99.1                 



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METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,
A California Limited Partnership
PART I




Item 1. Business.

Metric Partners Growth Suite Investors, L.P., a California Limited Partnership
(the Partnership), was organized in 1984 under the California Uniform Limited
Partnership Act. On April 1, 1997, Metric Holdings, Inc. and Metric Realty
Corp., the partners of the Managing General Partner, Metric Realty, were
involved in certain corporate transactions. Pursuant to these transactions, (i)
Metric Holdings, Inc. was merged into a newly-formed corporation known as SSR
Realty Advisors, Inc. (SSR Realty), which became the managing partner of
Metric Realty, and (ii) Metric Realty Corp. was merged into Metric Property
Management, Inc., a subsidiary of SSR Realty. Accordingly, the partners of
Metric Realty are now SSR Realty and Metric Property Management, Inc. After
consummation of these transactions, both partners of Metric Realty continue to
be wholly owned subsidiaries of Metropolitan Life Insurance Company, as were
both partners prior to the occurrence of such transactions. The associate
general partner of the Partnership is GHI Associates II, L.P., a California
Limited Partnership. The general partner of GHI Associates II is Metric Realty
and the limited partner is Prudential-Bache Properties, Inc.

The Partnerships Registration Statement filed pursuant to the Securities Act
of 1933 (No. 33-8610) was declared effective by the Securities and Exchange
Commission on April 14, 1988. The Partnership marketed its securities pursuant
to its Prospectus dated April 14, 1988, which was thereafter supplemented
(hereinafter the Prospectus). This Prospectus was filed with the Securities
and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933.

The principal business of the Partnership was to acquire, hold for investment,
manage and ultimately sell all-suite, extended stay hotels, which are operated
under franchise licenses from Residence Inn by Marriott, Inc. The Partnership
is a closed limited partnership real estate syndicate. For a further
description of the Partnerships business, see the sections entitled Risk
Factors and Investment Objectives and Policies in the Prospectus.

Beginning in April 1988, the Partnership offered $60,000,000 in Limited
Partnership Assignee Units. The offering was closed on June 30, 1989, with
total funding of $59,932,000. The net proceeds of the offering were used to
purchase ten hotel properties, which are described in Item 2. The acquisition
activities of the Partnership were completed on March 16, 1990, with the
purchase of the Residence Inn - Altamonte Springs. Since that time, the
principal activity of the Partnership has been managing its portfolio. As the
Partnerships long-term goal was to ultimately liquidate the portfolio, the
markets where the hotels are located were monitored on an ongoing basis for
potential sales opportunities. The Partnership entered into a purchase and sale
agreement for the Residence Inn - Atlanta (Perimeter West) with an unaffiliated
buyer and sold the property on October 3, 1995. In 1997, the Partnership
marketed eight of the nine remaining hotels for sale, and on December 30, 1997,
the hotels were sold to an unaffiliated buyer. The Partnerships last
property, the Residence Inn - Nashville, was sold through foreclosure on June
18, 1999, as further described in Part II, Item 7.

Environmental site assessments were performed for each of the properties at the
time of property acquisition. No material adverse environmental conditions or
liabilities were identified at that time, nor were any identified during due
diligence conducted in conjunction with the sale of the Partnerships hotels.
In no case has the Partnership received notice that it is a potentially
responsible party with respect to an environmental clean-up site.

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Item 2. Properties.

The following is a description of the hotel properties that the Partnership
owned:

|                                                      |  |       |     |                  |  |              |       |  |  |  |       | 
|----------------------------------------------------- |  | ----- | --- | ---------------- |  | ------------ | ----- |  |  |  | ----- | 
|Name and Location                                     |  | Rooms |     | Date of Purchase |  | Date of Sale
|                                                      |  |       |     |                  |  |             
|Residence Inn-Ontario                                 |  |       | 200 |                  |  |              | 04/88 |  |  |  | 12/97 | 
|2025 East D Street, Ontario, California               |  |       |     |                  |  |              |       |  |  |  |       | 
|Residence Inn-Fort Wayne                              |  |       | 80  |                  |  |              | 06/88 |  |  |  | 12/97 | 
|4919 Lima Road, Fort Wayne, Indiana                   |  |       |     |                  |  |              |       |  |  |  |       | 
|Residence Inn-Columbus East                           |  |       | 80  |                  |  |              | 06/88 |  |  |  | 12/97 | 
|2084 South Hamilton Road, Columbus, Ohio              |  |       |     |                  |  |              |       |  |  |  |       | 
|Residence Inn-Indianapolis                            |  |       | 88  |                  |  |              | 06/88 |  |  |  | 12/97 | 
|3553 Founders Road, Indianapolis, Indiana             |  |       |     |                  |  |              |       |  |  |  |       | 
|Residence Inn-Lexington                               |  |       | 80  |                  |  |              | 06/88 |  |  |  | 12/97 | 
|1080 Newtown Pike, Lexington, Kentucky                |  |       |     |                  |  |              |       |  |  |  |       | 
|Residence Inn-Louisville                              |  |       | 96  |                  |  |              | 06/88 |  |  |  | 12/97 | 
|120 North Hurtsbourne Lane, Louisville, Kentucky      |  |       |     |                  |  |              |       |  |  |  |       | 
|Residence Inn-Winston-Salem                           |  |       | 88  |                  |  |              | 06/88 |  |  |  | 12/97 | 
|7835 North Point Blvd., Winston-Salem, North Carolina |  |       |     |                  |  |              |       |  |  |  |       | 
|Residence Inn-Nashville                               |  |       | 168 |                  |  |              | 05/89 |  |  |  | 6/99* | 
|2300 Elm Hill Pike, Nashville, Tennessee              |  |       |     |                  |  |              |       |  |  |  |       | 
|Residence Inn-Atlanta (Perimeter West)                |  |       | 128 |                  |  |              | 10/89 |  |  |  | 10/95 | 
|6096 Barfield Road, Atlanta, Georgia                  |  |       |     |                  |  |              |       |  |  |  |       | 
|Residence Inn-Altamonte Springs                       |  |       | 128 |                  |  |              | 03/90 |  |  |  | 12/97 | 
|270 Douglas Avenue, Altamonte Springs, Florida        |  |       |     |                  |  |              |       |  |  |  |       | 

* Date of foreclosure.




Item 3. Legal Proceedings.

There are no material pending legal proceedings to which the Partnership is a
party or to which any of its assets are subject, except the following:

Metric Partners Growth Suite Investors, L.P. vs. Kenneth E. Nelson, The Nelson
Group, et al., San Francisco County Superior Court, Case No. 928065.

Nashville Lodging Company vs. Metric Partners Growth Suite Investors, L.P., et
al., Circuit Court, State of Wisconsin, Case No. 94CV001212.

Orlando Residence, Ltd. vs. 2300 Elm Hill Pike, Inc. and Nashville Lodging
Company vs. Metric Partners Growth Suite Investors, L.P., Chancery Court for
Davidson County, in Nashville, Tennessee, Case No. 94-1911-I.

Metric Partners Growth Suite Investors, L.P., vs. Nashville Lodging Co., 2300
Elm Hill Pike, Inc., Orlando Residence, Ltd., and LaSalle National Bank, as
trustee under that certain pooling and servicing agreement, dated July 11,
1995, for the holders of the WHP Commercial Mortgage Pass Through Certificates,
Series 1995C1 and Robert Holland, Trustee, Chancery Court for Davidson County,
in Nashville, Tennessee, Case No. 96-1405-III.

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Kenneth E. Nelson and Nashville Lodging Co., vs. Metric Realty et. al.,
Chancery Court for Davidson County, in Nashville, Tennessee, Case No.
97-2189-III(the Inducement Action).

Metric Partners Growth Suite Investors, L.P. vs. James Reuben et al, San
Francisco County Superior Court, Case No. 998214.

GP Credit Co., LLC vs. Metric Partners Growth Suite Investors, L.P., Metric
Realty, SSR Realty Advisors, Inc. et al, San Francisco County Superior Court,
Case No. CGC-02-403301.

For information regarding these lawsuits, see Managements Discussion and
Analysis of Financial Condition and Results of Operations and Part II, Item 8,
Note 4 to the Financial Statements.




Item 4. Submission of Matters to a Vote of Security Holders.

No matter was submitted to a vote of security holders during the period covered
by this report.




PART II




Item 5. Market for Registrants Common Equity and Related Stockholder Matters.

The Limited Partnership Assignee Unit holders are entitled to certain
distributions as provided in the Partnership Agreement. From inception through
September 7, 1999, Assignee Unit holders have received distributions from
operations and sales ranging from $696 - $789 for each $1,000 limited
partnership assignee Unit, inclusive of $395 from sales proceeds. No market
for Limited Partnership Assignee Units exists, nor is one expected to develop.

As of December 31, 2002, the number of holders of Limited Partnership Assignee
Units was as follows:



|                                   |  |                          |       | 
|---------------------------------- |  | ------------------------ | ----- | 
|Title of Class                     |  | Number of Record Holders
|                                   |  |                         
|Limited Partnership Assignee Units |  |                          | 4,069 | 

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Item 6. Selected Financial Data.

The following represents selected financial data for Metric Partners Growth
Suite Investors, L.P., a California Limited Partnership, for each of the five
years in the period ended December 31, 2002. The data should be read in
conjunction with the Financial Statements included elsewhere herein.

|                                                            |                                                                        |   |                    |      |      |   |                                             |    |      |   |       |     |  |   |       |      |   |   |        |       |  
|----------------------------------------------------------- | ---------------------------------------------------------------------- | - | ------------------ | ---- | ---- | - | ------------------------------------------- | -- | ---- | - | ----- | --- |  | - | ----- | ---- | - | - | ------ | ----- | -
|                                                            |                                                                        |   | For the Year Ended
|                                                            |                                                                        |   | December 31       
|                                                            |                                                                        |   |                   
|                                                            |                                                                        |   | 2002(2)            |      | 2000 |   | 2000                                        |    | 1999 |   | 1998 
|                                                            |                                                                        |   |                    |      |      |   |                                             |    |      |   |      
|                                                            |                                                                        |   |                    |      |      |   | (amounts in thousands except per unit data) |    |      |   |      
|Total Revenues                                              |                                                                        | $ | 123                |      |      | $ | 294                                         |    |      | $ | 447   |     |  | $ | 2,566 |      |   | $ | 5,171  |      
|                                                            |                                                                        |   |                    |      |      |   |                                             |    |      |   |       |     |  |   |       |      |   |   |        |      
|Net (Loss) Income :                                         |                                                                        |   |                    |      |      |   |                                             |    |      |   |       |     |  |   |       |      |   |   |        |      
|                                                            | (Loss) Income Before Gain on Sale or Loss on
Foreclosure of Properties |   | $                  | (328 | )    |   | $                                           | 51 |      |   | $     | 174 |  |   | $     | 474  |   |   | $      | (423  | )
|                                                            | Gain (Loss) on Foreclosure of Property                                 |   |                    |     |      |   |                                             |   |      |   |       | 410 |  |   |       | (340 | ) |   |        |      |  
|                                                            | Gain on Sale of Properties                                             |   |                    |     |      |   |                                             |   |      |   |       |    |  |   |       |     |   |   |        | 300   |  
|                                                            |                                                                        |   |                    |      |      |   |                                             |    |      |   |       |     |  |   |       |      |   |   |        |      
|Net (Loss) Income                                           |                                                                        | $ | (328               | )    |      | $ | 51                                          |    |      | $ | 584   |     |  | $ | 134   |      |   | $ | (123   | )    
|                                                            |                                                                        |   |                    |      |      |   |                                             |    |      |   |       |     |  |   |       |      |   |   |        |      
|Net (Loss) Income per Limited Partnership Assignee
Unit(1): |                                                                        |   |                    |      |      |   |                                             |    |      |   |       |     |  |   |       |      |   |   |        |      
|                                                            | (Loss) Income Before Gain on Sale or Loss on
Foreclosure of Properties |   | $                  | (5   | )    |   | $                                           | 1  |      |   | $     | 3   |  |   | $     | 15   |   |   | $      | (7    | )
|                                                            | Gain (Loss) of Foreclosure of Property                                 |   |                    |     |      |   |                                             |   |      |   |       | 7   |  |   |       |     |   |   |        |      |  
|                                                            | Gain on Sale of Properties                                             |   |                    |     |      |   |                                             |   |      |   |       |    |  |   |       |     |   |   |        | 5     |  
|                                                            |                                                                        |   |                    |      |      |   |                                             |    |      |   |       |     |  |   |       |      |   |   |        |      
|Net (Loss) Income per Limited Partnership Assignee Unit     |                                                                        | $ | (5                 | )    |      | $ | 1                                           |    |      | $ | 10    |     |  | $ | 15    |      |   | $ | (2     | )    
|                                                            |                                                                        |   |                    |      |      |   |                                             |    |      |   |       |     |  |   |       |      |   |   |        |      
|Total Assets                                                |                                                                        | $ | 6,987              |      |      | $ | 7,302                                       |    |      | $ | 7,281 |     |  | $ | 7,374 |      |   | $ | 21,845 |      
|                                                            |                                                                        |   |                    |      |      |   |                                             |    |      |   |       |     |  |   |       |      |   |   |        |      
|Long Term Obligations:                                      |                                                                        |   |                    |      |      |   |                                             |    |      |   |       |     |  |   |       |      |   |   |        |      
|                                                            | Notes Payable                                                          |   | $                  |     |      |   | $                                           |   |      |   | $     |    |  |   | $     |     |   |   | $      | 8,292 |  
|                                                            |                                                                        |   |                    |      |      |   |                                             |    |      |   |       |     |  |   |       |      |   |   |        |      
|Cash Distributions per Limited Partnership Assignee Unit    |                                                                        | $ |                   |      |      | $ |                                            |    |      | $ |      |     |  | $ | 85    |      |   | $ | 288    |      
|                                                            |                                                                        |   |                    |      |      |   |                                             |    |      |   |       |     |  |   |       |      |   |   |        |      



|(1) |  | $1,000 original contribution per limited partnership assignee Unit based
on 59,924 limited partnership Assignee Units outstanding during the
period.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | See discussion in Item 7 regarding future results of operations.                                                                                    




Item 7. Managements Discussion and Analysis of Financial Condition and Results
of Operations.

Introduction

This Item should be read in conjunction with Financial Statements contained
elsewhere in this Report.

The Partnership sold eight of its nine remaining hotels in December 1997. The
remaining property, the Residence Inn  Nashville (the Hotel), was sold
through foreclosure in June 1999. Accordingly, historical financial
information will not be representative of future results. Future results of
operations will be dependent on the consummation of the settlement agreement
discussed in Note 9 to the Financial Statements, general and administrative
expenses and interest income, as well as the outcome of the legal proceedings
discussed in Note 4 to the Financial Statements.

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Results of Operations

2002 Compared to 2001

Net loss in 2002 was $ (328,000) as compared to net income of $51,000 in 2001.
Results reflect increased legal fees related to ongoing litigation and investor
services expenses associated with certain partnership tender offers. Interest
income decreased in 2002 primarily due to historically low interest rates paid
for cash balances.

2001 Compared to 2000

Net income in 2001 was $51,000 compared to net income of $584,000 in the prior
year. Results for 2000 reflect a gain on foreclosure due to the collection of
accounts receivable in excess of amounts carried on the Partnerships financial
statements in 1999.

Interest income decreased in 2001 compared to 2000 due to lower interest rates.
General and administrative expenses, which include partnership management fees
and administrative costs, approximated the prior year levels in the aggregate.
A decline in legal expenses during 2001 was offset by payments for prior period
insurance premiums and sales tax assessments from escrow accounts established
with the foreclosure agreement.

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Partnership Liquidity and Capital Resources

Introduction

As presented in the 2002 Statement of Cash Flows, cash used by operating
activities related principally to legal fees associated with ongoing litigation
and investor services fees incurred to prepare proxy filings. Interest income
was earned on cash balances related to court-ordered reserves to be held until
the resolution of litigation with third parties. The Partnership considers
investments (primarily commercial paper) with an original maturity date of less
than three months at the time of purchase to be cash equivalents. There were no
cash equivalents at December 31, 2002.

As presented in the 2001 Statement of Cash Flows, cash was generated by
operating activities primarily from interest income earned on cash reserves and
collection of outstanding receivables. The cash balances relate to
court-ordered reserves held until the resolution of litigation with third
parties. The receivable balances collected were in connection with certain
reserves held by Marriott pursuant to the sale of the remaining hotel
investments. The Partnership considers investments (primarily commercial
paper) with an original maturity date of less than three months at the time of
purchase to be cash equivalents. There were no cash equivalents at December 31,
2001.

At December 31, 2002, the Partnerships assets consisted of cash and restricted
cash of $1,987,000 and $5,000,000, respectively. These amounts are available to
provide for the ultimate resolution of the matters discussed below.
Additionally, it is expected that the general partners will be required to
recontribute all or a portion of the cumulative amounts received in
distributions of approximately $914,000. This amount would also be available as
a capital resource to provide for the capital needs of the Partnership. As
further discussed below, the Partnership is involved in several litigation
matters in connection with its former properties, which are still ongoing.

The former management company at the Residence Inn-Ontario, which is controlled
by Kenneth E. Nelson, (Nelson) defaulted on certain obligations under the
management agreement. In 1991, the Partnership terminated the management
agreement and initiated legal proceedings against the former management
company. The management company withheld $194,000 from property funds in
unauthorized management fees prior to relinquishing management of the property.
The $194,000 was treated as a receivable in the Partnerships Financial
Statements until 1996 when it was written off. As discussed in Note 4 to the
Financial Statements, in March 1993 the parties verbally agreed to settle the
lawsuit (the SF Settlement); however, difficulties arose in consummating the
settlement. After a hearing in May 1994, the Court ruled in June that in the
settlement the Partnership had agreed to purchase the land underlying the
Residence Inn-Nashville (the Land) from Nashville Lodging Company (NLC), an
affiliate of Nelson, subject to a lis pendens on the Land.

Following this ruling, the Partnership attempted to negotiate and enter into a
settlement agreement and a land purchase agreement and related agreements (the
Settlement Documents) among itself and Nelson and NLC and another Nelson
entity, 2300 Elm Hill Pike, Inc. (2300). These parties were not able to
reach agreement on all issues relating to the Settlement Documents.

In May 1991, legal proceedings were initiated against the Partnership and
others by Orlando Residence Ltd., (Orlando), holder of a promissory note
issued by a previous owner of the Residence Inn-Nashville (the Hotel).
Orlando claimed the sale of the Hotel to the Partnership by NLC was intended to
defraud, hinder and delay Orlandos recovery of the amount owed to it. The
Partnership obtained a summary judgement dismissing the case against it on
September 15, 1993.

In July 1994, the Court in the case filed by Orlando ruled that the Hotel had
been fraudulently conveyed to NLC by 2300 in 1986 and voided the conveyance.
Judgements totaling more than $1,350,000 were subsequently entered by this
Court against Nelson, NLC and 2300. Based on this judgement, Orlando purchased
the Land at a judicial sale and became the landlord under the Lease. This
judgement was reversed in December 1996 and NLC asked the Court to return
ownership of the Land to it. However, the Court denied NLCs request.

In another action in Nashville, Tennessee, 2300 and NLC alleged that the
Partnership refused to purchase the Land as required by the SF Settlement and
demanded indemnification for all costs and losses of 2300 and NLC relating to
Orlandos claims. In February 1996, the Court in this action granted a motion
filed by 2300 and NLC for partial summary judgement, ruling that the
Partnership had breached the SF Settlement. In February 1998, the Court
enjoined the Partnership from conveying, transferring, or otherwise disposing
of its cash to any extent which would leave less than $5 million available for
payment of any judgment awarded to 2300 and NLC. In September 2002, the
parties signed and the Court entered an agreed final order under which 2300 and
NLC waived their sole
remaining

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claims, and in effect received a final judgment of no damages. This
judgment has been appealed by 2300 and NLC to the Tennessee Court of Appeals.
In connection with this appeal, the Partnership may also seek reversal of the
lower Court ruling that the Partnership breached the SF Settlement.

In addition, GP Credit Co., LLC filed a purported class action against the
Partnership and Metric Realty, SSR Realty Advisors, Inc. (SSR) and certain of
SSRs affiliates and current and former employees (collectively, the SSR
Parties) and a class of all limited partners of the Partnership (the LPs)
alleging, among other things, that the SSR Parties fraudulently caused GSI to
distribute $16.8 million to the LPs. No party has taken any material actions
in this case and it remains pending.

See Item 8, Note 4 to the Financial Statements for more information about the
foregoing and other related proceedings.

On June 18, 1999, the Hotel, its contents and the land on which it is located,
which was under lease to the Partnership, were sold through foreclosure.
Certain difficulties arose in the course of and as a result of the foreclosure
with respect to the foreclosure proceedings, the allocation of net proceeds of
the personal property of the Hotel, and ownership of the net current assets
held by Marriott on behalf of the Partnership from the operations of the Hotel
to the date of foreclosure. In addition, while the Partnership believed that
the ground lease associated with the property would be terminated in the event
of a foreclosure, it was unclear which party was entitled to receipt of
deferred ground rents (including accrued interest thereon) owed by the
Partnership at the time of foreclosure. The issues were settled in February
2000 as described in Note 4 to the Financial Statements.

Subsequent to the foreclosure, Marriott issued a notice requiring the
Partnership to pay a $1,415,000 termination fee computed as per the management
agreement, plus certain employee costs not specified in the amount. However,
Marriott and the lender subsequently entered into a management agreement for
Marriotts continued management of the property and Marriott has verbally
acknowledged that a termination fee is not due.

As a result of certain provisions of the Partnerships amended and restated
limited partnership agreement (the LPA), the Managing General Partner may not
process transfers of Units which, when combined with prior transfers during any
calendar year, would exceed in the aggregate 5% of the number of units then
outstanding. Transfers that are exempt from the above restrictions include
transfers at death; transfers between siblings, spouses, ancestors, or lineal
descendants; and distributions from qualified retirement plans.

In 1996, 1997, and again in 1998, the Managing General Partner suspended the
processing of most types of resale transactions, as the level of such resale
transactions reached 4.9% of the total number of outstanding Units for each of
those years. This action was taken to ensure that resale transactions did not
result in the termination of the Partnership for tax purposes, or cause the
Partnership to be classified as a publicly traded partnership or to be taxed as
a corporation.

On June 25, 1999, Gemisys, the Partnerships Servicing and Transfer Agent
notified the Managing General Partner that non-exempt trading representing
approximately 4.9% of the outstanding Units of the Partnership had been
reached, at which time the Managing General Partner again suspended processing
of resale transactions for the remainder of the calendar year. Unit holders
were advised of that suspension in accordance with Section 12.1 of the
Partnership Agreement, via a special communication dated June 25, 1999. All
resale transaction paperwork submitted subsequent to that date through the end
of the year was returned to the originator. Gemisys again began processing
resale transactions on January 3, 2000. During 2002, 2001 and 2000, resale
transactions did not reach the 4.9% limit.

In February 2003, the Managing General Partner sent to all holders of Units of
record as of February 1, 2003 a solicitation statement (the Solicitation
Statement) seeking Unit holder approval of a proposed amendment of the LPA
(the Amendment). The Amendment would eliminate certain prohibitions of
transfers of Units (the Prohibitions) that now prevent the Managing General
Partner from processing transfers of more than 5% of the Units in any calendar
year and of more than 50% of the Units over any 12-month period. Based on a
tax opinion received from counsel and other considerations described in the
Solicitation Statement, the Managing General Partner concluded that it would be
in the best interest of the Unit holders for the LPA to be amended to remove
the Prohibitions. In order for the Amendment to become effective, it must be
approved by the holders of more than 50% of the total outstanding Units by no
later than May 8, 2003. As of March 17, 2003, holders of 23% of the
outstanding Units had submitted written consents approving the Amendment.

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##### Table of Contents



Conclusion

In view of the uncertainties in connection with the litigation relating to the
Hotel (as described in Note 4 to the Financial Statements) and the
distributions the General Partners will be obligated to return to the
Partnership prior to its liquidation, the Partnership no longer provides an
estimated net asset value per Assignee Unit. However, the Partnership is aware
that some resale transactions of Units have taken place in the informal
secondary market. In this informal market, transactions may or may not take
place in any given time period and occur at a price negotiated between the
buyer and seller. The Partnership has no knowledge concerning how a particular
price may be determined. Resale transactions of 2,808 units, or 4.69% of the
total outstanding Units were recorded on the books of the Partnerships
transfer agent between January 1, 2002 and December 31, 2002, reflecting prices
ranging from $10 to $300 per Unit, with a simple average price of $26.78. The
Partnerships knowledge of these transactions is based solely on the books and
records of its Transfer Agent.

As discussed in Item 8, Note 1 to the Financial Statements, there is
substantial doubt regarding the Partnerships ability to continue as a going
concern. The Partnership does not expect to receive any significant cash flow
through December 31, 2003.




Item 7a. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

9



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##### Table of Contents






Item 8. Financial Statements and Financial Statement Schedules.

METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,
A California Limited Partnership

TABLE OF CONTENTS

|                               |                                                                                                  |  |      |    | 
|------------------------------ | ------------------------------------------------------------------------------------------------ |  | ---- | -- | 
|                               |                                                                                                  |  | Page
|                               |                                                                                                  |  |     
|Report of Independent Auditors |                                                                                                  |  | 11   |   
|Financial Statements:          |                                                                                                  |  |      |   
|                               | Balance Sheets at December 31, 2002 and 2001                                                     |  |      | 12 | 
|                               | Statements of Operations for the Years ended December 31, 2002, 2001 and 2000                    |  |      | 13 | 
|                               | Statements of Partners Equity (Deficiency) for the Years ended December 31, 2002, 2001 and 2000 |  |      | 14 | 
|                               | Statements of Cash Flows for the Years ended December 31, 2002, 2001 and 2000                    |  |      | 15 | 
|                               | Notes to Financial Statements                                                                    |  |      | 16 | 

Financial Statements and financial statement schedules not included have
been omitted because of the absence of conditions under which they are required
or because the information is included elsewhere in the Financial Statements.

10



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##### Table of Contents



REPORT OF INDEPENDENT AUDITORS

Metric Partners Growth Suite Investors, L.P., a California Limited Partnership:

We have audited the accompanying balance sheets of Metric Partners Growth
Suite Investors, L.P., a California Limited Partnership, (the Partnership) as
of December 31, 2002 and 2001, and the related statements of operations,
partners equity (deficiency) and cash flows for each of the three years in the
period ended December 31, 2002. These financial statements are the
responsibility of the Partnership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. 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, the financial statements present fairly, in all material
respects, the financial position of Metric Partners Growth Suite Investors,
L.P. at December 31, 2002 and 2001, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2002,
in conformity with accounting principles generally accepted in the United
States.

The financial statements have been prepared assuming that the Partnership
will continue as a going concern. As more fully described in Note 4, the
Partnership is subject to ongoing litigation. The uncertainties relating to
this litigation raise substantial doubt about the Partnerships ability to
continue as a going concern. Managements plans in regard to this litigation
are also described in Note 4. The financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts or classifications of liabilities that
may result from the outcomes of these uncertainties.

Ernst & Young LLP

New York, New York
February 25, 2003

See notes to financial statements.

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METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,
A California Limited Partnership

BALANCE SHEETS

|                          |  |                   |           |                   |  |   |           | 
|------------------------- |  | ----------------- | --------- | ----------------- |  | - | --------- | 
|ASSETS                    |  | December 31, 2002 |           | December 31, 2001
|                          |  |                   |           |                  
|CASH AND CASH EQUIVALENTS |  | $                 | 1,987,000 |                   |  | $ | 2,302,000 | 
|RESTRICTED CASH           |  |                   | 5,000,000 |                   |  |   | 5,000,000 | 
|                          |  |                   |           |                   |  |   |           | 
|TOTAL ASSETS              |  | $                 | 6,987,000 |                   |  | $ | 7,302,000 | 
|                          |  |                   |           |                   |  |   |           | 

|                                       |                                             |   |           |           |   |   |           |           |  
|-------------------------------------- | ------------------------------------------- | - | --------- | --------- | - | - | --------- | --------- | -
|LIABILITIES AND PARTNERS' EQUITY       |                                             |   |           |           |   |   |           |          
|                                       |                                             |   |           |           |   |   |           |          
|OTHER LIABILITIES                      |                                             | $ | 44,000    |           |   | $ | 31,000    |          
|                                       |                                             |   |           |           |   |   |           |          
|COMMITMENTS AND CONTINGENCIES          |                                             |   |           |           |   |   |           |          
|PARTNERS EQUITY (DEFICIENCY):         |                                             |   |           |           |   |   |           |          
|                                       | GENERAL PARTNERS                            |   |           | (914,000  | ) |   |           | (914,000  | )
|                                       | LIMITED PARTNERS (59,924 units outstanding) |   |           | 7,857,000 |   |   |           | 8,185,000 |  
|                                       |                                             |   |           |           |   |   |           |          
|TOTAL PARTNERS EQUITY                 |                                             |   | 6,943,000 |           |   |   | 7,271,000 |          
|                                       |                                             |   |           |           |   |   |           |          
|TOTAL LIABILITIES AND PARTNERS EQUITY |                                             | $ | 6,987,000 |           |   | $ | 7,302,000 |          
|                                       |                                             |   |           |           |   |   |           |          

See notes to financial statements.

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METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,

a California Limited Partnership


STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2002, 2001 and 2000


|                                                                                                                                        |  |      |          |      |  |      |         |  |  |   |         | 
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -------- | ---- |  | ---- | ------- |  |  | - | ------- | 
|                                                                                                                                        |  | 2002 |          | 2001 |  | 2000
|                                                                                                                                        |  |      |          |      |  |     
|REVENUES                                                                                                                                |  |      |          |      |  |      |         |  |  |   |         | 
|Interest and other                                                                                                                      |  | $    | 123,000  |      |  | $    | 294,000 |  |  | $ | 447,000 | 
|                                                                                                                                        |  |      |          |      |  |      |         |  |  |   |         | 
|Total revenues                                                                                                                          |  |      | 123,000  |      |  |      | 294,000 |  |  |   | 447,000 | 
|                                                                                                                                        |  |      |          |      |  |      |         |  |  |   |         | 
|EXPENSE                                                                                                                                 |  |      |          |      |  |      |         |  |  |   |         | 
|Interest                                                                                                                                |  |      |         |      |  |      |        |  |  |   | 26,000  | 
|General and administrative (Including $22,000 paid to
the managing general partner and affiliates in 2002,
2001 and 2000, respectively) |  |      | 451,000  |      |  |      | 243,000 |  |  |   | 247,000 | 
|                                                                                                                                        |  |      |          |      |  |      |         |  |  |   |         | 
|Total expenses                                                                                                                          |  |      | 451,000  |      |  |      | 243,000 |  |  |   | 273,000 | 
|                                                                                                                                        |  |      |          |      |  |      |         |  |  |   |         | 
|(LOSS) INCOME BEFORE GAIN ON FORECLOSURE OF
PROPERTIES                                                                                  |  |      | (328,000 | )    |  |      | 51,000  |  |  |   | 174,000 | 
|Gain on foreclosure of property                                                                                                         |  |      |         |      |  |      |        |  |  |   | 410,000 | 
|                                                                                                                                        |  |      |          |      |  |      |         |  |  |   |         | 
|NET (LOSS) INCOME                                                                                                                       |  | $    | (328,000 | )    |  | $    | 51,000  |  |  | $ | 584,000 | 
|                                                                                                                                        |  |      |          |      |  |      |         |  |  |   |         | 
|NET (LOSS) INCOME PER LIMITED PARTNERSHIP ASSIGNEE
UNIT:                                                                                |  |      |          |      |  |      |         |  |  |   |         | 
|(Loss) Income before Gain on foreclosure of properties                                                                                  |  | $    | (5       | )    |  | $    | 1       |  |  | $ | 3       | 
|Gain on foreclosure of property                                                                                                         |  |      |         |      |  |      |        |  |  |   | 7       | 
|                                                                                                                                        |  |      |          |      |  |      |         |  |  |   |         | 
|NET (LOSS) INCOME                                                                                                                       |  | $    | (5       | )    |  | $    | 1       |  |  | $ | 10      | 
|                                                                                                                                        |  |      |          |      |  |      |         |  |  |   |         | 
|CASH DISTRIBUTIONS PER LIMITED PARTNERSHIP ASIGNEE
UNIT                                                                                 |  | $    |         |      |  | $    |        |  |  | $ |        | 
|                                                                                                                                        |  |      |          |      |  |      |         |  |  |   |         | 

See notes to financial statements.

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METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,
A California Limited Partnership

STATEMENTS OF PARTNERS EQUITY (DEFICIENCY)

For the Years Ended December 31, 2002, 2001 and 2000


|                                                |  |         |          |          |  |       |           |   |  |   |           |  
|----------------------------------------------- |  | ------- | -------- | -------- |  | ----- | --------- | - |  | - | --------- | -
|                                                |  | General |          | Limited  |  |       |           |  
|                                                |  | Partner |          | Partners |  | Total
|                                                |  |         |          |          |  |      
|BALANCE, DECEMBER 31, 1999                      |  | $       | (914,000 | )        |  | $     | 7,550,000 |   |  | $ | 6,636,000 |  
|Income Before Gain on Foreclosure of Properties |  |         |         |          |  |       | 174,000   |   |  |   | 174,000   |  
|Gain on Foreclosure of Properties               |  |         |         |          |  |       | 410,000   |   |  |   | 410,000   |  
|                                                |  |         |          |          |  |       |           |   |  |   |           |  
|BALANCE, DECEMBER 31, 2000                      |  |         | (914,000 | )        |  |       | 8,134,000 |   |  |   | 7,220,000 |  
|Net Income                                      |  |         |         |          |  |       | 51,000    |   |  |   | 51,000    |  
|                                                |  |         |          |          |  |       |           |   |  |   |           |  
|BALANCE, DECEMBER 31, 2001                      |  |         | (914,000 | )        |  |       | 8,185,000 |   |  |   | 7,271,000 |  
|Net Loss                                        |  |         |         |          |  |       | (328,000  | ) |  |   | (328,000  | )
|                                                |  |         |          |          |  |       |           |   |  |   |           |  
|BALANCE, DECEMBER 31, 2002                      |  | $       | (914,000 | )        |  | $     | 7,857,000 |   |  | $ | 6,943,000 |  
|                                                |  |         |          |          |  |       |           |   |  |   |           |  

See notes to financial statements.

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METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,

A California Limited Partnership


STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2002, 2001 and 2000


|                                                                                     |                                              |                     |           |      |        |      |           |      |         |   |           |          |          |  
|------------------------------------------------------------------------------------ | -------------------------------------------- | ------------------- | --------- | ---- | ------ | ---- | --------- | ---- | ------- | - | --------- | -------- | -------- | -
|                                                                                     |                                              |                     |           | 2002 |        | 2001 |           | 2000
|                                                                                     |                                              |                     |           |      |        |      |           |     
|OPERATING ACTIVITIES:                                                                |                                              |                     |           |      |        |      |           |      |         |   |           |         
|Net (loss) income                                                                    |                                              | $                   | (328,000  | )    |        | $    | 51,000    |      |         | $ | 584,000   |         
|Adjustments to reconcile net (loss) income to net
cash used by operating activities: |                                              |                     |           |      |        |      |           |      |         |   |           |         
|                                                                                     | Gain on foreclosure of property              |                     |           |     |        |      |           |     |         |   |           | (410,000 | )       
|                                                                                     | Changes in operating assets and liabilities: |                     |           |      |        |      |           |      |         |   |           |          |         
|                                                                                     |                                              | Accounts receivable |           |      |       |      |           |      | 214,000 |   |           |          | 285,000  |  
|                                                                                     |                                              | Other liabilities   |           |      | 13,000 |      |           |      | (30,000 | ) |           |          | (677,000 | )
|                                                                                     |                                              |                     |           |      |        |      |           |      |         |   |           |         
|Net cash used by operating activities                                                |                                              |                     | (315,000  | )    |        |      | (184,000  | )    |         |   | (218,000  | )       
|                                                                                     |                                              |                     |           |      |        |      |           |      |         |   |           |         
|INVESTING ACTIVITIES:                                                                |                                              |                     |           |      |        |      |           |      |         |   |           |         
|Proceeds from sale of properties                                                     |                                              |                     |          |      |        |      |          |      |         |   | 410,000   |         
|                                                                                     |                                              |                     |           |      |        |      |           |      |         |   |           |         
|Net cash provided by investing activities                                            |                                              |                     |          |      |        |      |          |      |         |   | 410,000   |         
|                                                                                     |                                              |                     |           |      |        |      |           |      |         |   |           |         
|(DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS                                     |                                              |                     | (315,000  | )    |        |      | 235,000   |      |         |   | 192,000   |         
|Cash and cash equivalents at beginning of year                                       |                                              |                     | 2,302,000 |      |        |      | 2,067,000 |      |         |   | 1,875,000 |         
|                                                                                     |                                              |                     |           |      |        |      |           |      |         |   |           |         
|CASH AND CASH EQUIVALENTS AT END OF YEAR                                             |                                              | $                   | 1,987,000 |      |        | $    | 2,302,000 |      |         | $ | 2,067,000 |         
|                                                                                     |                                              |                     |           |      |        |      |           |      |         |   |           |         
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                                    
|Interest paid in cash during the year                                                |                                              | $                   |          |      |        | $    |          |      |         | $ | 255,000   |         
|                                                                                     |                                              |                     |           |      |        |      |           |      |         |   |           |         

See notes to financial statements.

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METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,
a California Limited Partnership




NOTES TO FINANCIAL STATEMENTS
December 31, 2002

1. Organization and Summary of Significant Accounting Policies

Organization- Metric Partners Growth Suite Investors, L.P., a California
Limited Partnership (the Partnership), was organized under the laws of the
State of California to acquire, hold for investment, manage, and ultimately
sell, all-suite, extended stay hotels, which are a franchise of the Residence
Inn, by Marriott, Inc. The Managing General Partner is Metric Realty, an
Illinois general partnership. The Associate General Partner of the Partnership
is GHI Associates II, L.P., a California Limited Partnership, of which Metric
Realty is the general partner and Prudential-Bache Properties, Inc., a wholly
owned subsidiary of Prudential Securities Group Inc., is the limited partner.
Through March 31, 1997, Metric Realty was owned by Metric Holdings, Inc. and
Metric Realty Corp. Metric Realty Corp. was the Managing Partner of Metric
Realty. On April 1, 1997, Metric Holdings, Inc. and Metric Realty Corp., the
partners of the Managing General Partner, Metric Realty, were involved in
certain corporate transactions. Pursuant to these transactions, (i) Metric
Holdings, Inc. was merged into a newly formed corporation known as SSR Realty
Advisors, Inc. (SSR Realty), which became the managing partner of Metric
Realty, and (ii) Metric Realty Corp. was merged into Metric Property
Management, Inc., a subsidiary of SSR Realty. Accordingly, the partners of
Metric Realty are now SSR Realty and Metric Property Management, Inc. After
consummation of these transactions, both partners of Metric Realty continue to
be wholly owned individual subsidiaries of Metropolitan Life Insurance Company,
as were both partners prior to the occurrence of such transactions. The
Partnership was organized on June 28, 1984, and commenced operations on April
14, 1988. Capital contributions of $59,932,000 ($1,000 per assignee Unit) were
made by the limited partners.

Basis of Presentation The financial statements of the Partnership have been
prepared on the accrual basis of accounting in accordance with accounting
principals generally accepted in the United States and assume that the
Partnership will continue as a going concern. The Partnership is subject to
ongoing litigation that is more fully described in Note 4. The uncertainties
relating to this litigation create substantial doubt about the Partnerships
ability to continue as a going concern. Management intends to vigorously
defend against this litigation. The financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts or classifications of liabilities that
may result from the outcome of those uncertainties.

Fair Value of Financial Instruments- The carrying amounts of cash and cash
equivalents, restricted cash and other liabilities, due to the short nature of
such items, approximate their fair value.

Use of Estimates- The preparation of the Financial Statements in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual results could
differ from those estimates.

Cash and Cash Equivalents- The Partnership considers all highly liquid
investments, primarily commercial paper, with an original maturity date of
three months or less at the time of purchase to be cash equivalents.

Restricted Cash The $5,000,000 balance at December 31, 2002, and 2001 is the
amount which (as discussed in Note 4) the Court enjoined the Partnership from
conveying, transferring, or otherwise disposing of.

Credit Risk- Financial instruments, which potentially subject the Partnership
to concentrations of credit risk, include cash and cash equivalents and
restricted cash. The Partnership places its cash deposits and temporary cash
investments with creditworthy, high-quality financial institutions. The
concentration of such cash deposits and temporary cash investments is not
deemed to create a significant risk to the Partnership.

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##### Table of Contents



Gain on Sale of Properties Sales are generally recorded at the close of
escrow or after title has been transferred to buyer and after appropriate
payments have been received and other criteria for gain recognition have been
met.

Marketing Marketing costs were expensed as incurred.

Net (Loss) Income Per Limited Partnership Assignee Unit- Net (loss) income per
limited partnership assignee Unit is computed by dividing net income allocated
to the limited partners by 59,924 assignee Units.

Income Taxes- No provision for Federal and state income taxes has been made in
the Financial Statements because income taxes are the obligation of the
partners.

Revenue Recognition Income (principally interest on cash and cash
equivalents) is recognized when earned.

2. Transactions With the Managing General Partner and Affiliates

In accordance with the Partnership agreement, the Partnership is charged by the
Managing General Partner and affiliates for services provided to the
Partnership. The amounts are as follows:

|                            |  |      |        |      |  |      |        |  |  |   |        | 
|--------------------------- |  | ---- | ------ | ---- |  | ---- | ------ |  |  | - | ------ | 
|                            |  | 2002 |        | 2001 |  | 2000
|                            |  |      |        |      |  |     
|Partnership management fees |  | $    | 22,000 |      |  | $    | 22,000 |  |  | $ | 22,000 | 
|                            |  |      |        |      |  |      |        |  |  |   |        | 

Reimbursement of expenses includes expenses for partnership accounting,
professional services and investor services.

In accordance with the Partnership agreement, the general partners are
allocated their two percent continuing interest in the Partnerships net income
or loss and cash distributions. In addition, in 1994 the general partners were
allocated gross income of $245,000 in accordance with and calculated pursuant
to the Partnership Agreement. However, beginning in 1995 and through 1998, due
to the general partners equity account balance, the Partnership adjusted and
limited the income allocation to the general partners to amounts equal to their
two percent continuing interest in cash distributions. Pursuant to the
Partnership Agreement, immediately prior to liquidation and if certain
distribution levels to the limited partners are not met, the general partners
may be obligated to return all or a portion of the cumulative amounts received
in distributions. At December 31, 2002, such amount is approximately $914,000
and the Partnership believes circumstances will be such that the general
partners will be required to re-contribute this amount.

The general partners were allocated taxable gain and loss in accordance with
the Partnership Agreement.

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##### Table of Contents



3. Asset To Be Disposed Of and Foreclosure of Property

At December 31, 1998, the Partnerships remaining property, the Residence Inn 
Nashville (the Hotel), was classified as an asset to be disposed of and an
impairment provision, in the amount of $195,000, was recorded to reduce the
carrying value to the estimated fair value less estimated disposal costs. The
estimated fair value for this property was determined to be equivalent to the
estimated principal balance on the non-recourse mortgage note payable at the
expected date for the transfer of the property to the lender via deed in lieu
of foreclosure or through foreclosure.

In deciding to sell or dispose of the property, the Partnership considered the
deterioration of the Nashville market, in conjunction with the substantial
capital improvements that would be required under the Marriott contract over
the next several years and which would be necessary for the hotel to remain
competitive.

On June 18, 1999, the improvements of the Hotel owned by the Partnership and
the land on which it is located, which was under lease to the Partnership, were
sold through foreclosure for $9,050,000, with net proceeds of approximately
$450,000 after deduction of the outstanding principal and other costs. The
Partnership incurred a loss of $340,000 as a result of the foreclosure. The
purchaser was the holder of the mortgage note payable encumbering the Hotel
(the Lender). The Partnership had been in default under the mortgage note
payable since April 1998, when it did not pay the balloon mortgage payment due
at that date. In the foreclosure sale, the lessor on the ground lease also bid
for the property. The lessor filed suit against the foreclosure trustee,
asserting that the trustee denied him his alleged right to redeem the property
by paying the debt through the foreclosure. The suit was settled in a
mediation meeting on February 29, 2000 as further discussed below.

With respect to the ground lease, on May 20, 1999, the lessor issued a letter
notifying the Partnership that it had terminated the ground lease as the
Partnership had defaulted under the terms of the mortgage note for the Hotel,
thereby violating a term of the ground lease agreement. However, the Lender
took the position that the ground lease was not terminated until June 18, 1999,
when it was terminated as a result of the foreclosure.

On February 29, 2000, a mediation meeting was held for the purposes of settling
the issues among the lender, the former lessor on the ground lease and the
Partnership. At that meeting, the parties agreed to the terms of a settlement
agreement (Settlement) that was subsequently signed in March 2000. The
Settlement provided for (i) payment by the Partnership to the former lessor of
the ground lease, the $655,000 deferred ground rent liability (including
interest, which the Partnership earned on that amount until date of actual
payment) and (ii) collection of $125,000 by the Partnership representing its
share of proceeds from the sale of personal property. In addition, the parties
agreed that the Partnership is entitled to operations to the date of
foreclosure plus any cash and cash reserves held by Marriott pertaining to the
Partnerships ownership period to the date of foreclosure of the Hotel.

In March 2000 the Partnership paid $681,000 to the former lessor of the ground
lease representing the $655,000 mentioned above plus interest earned on the
$655,000 from date of foreclosure to date of payment. While the $655,000 was
reflected in the outstanding liabilities at December 31, 1999, the $26,000
interest expense was recorded in the first quarter of 2000. Also in March, the
Partnership received the $125,000 representing its proceeds from the sale of
personal property. Of this amount, $10,000 had been reflected in the 1999
audited financial statements and the remaining $115,000 was recorded in the
first quarter of 2000 as an adjustment to loss on foreclosure of property. The
$115,000 was reduced by $10,000 to $105,000 due to an increase in the expected
legal reimbursement due to Marriott pertaining to the new management agreement
for Marriotts continued management of the property subsequent to the
foreclosure.

In September 2000, pursuant to an agreement with Marriott with respect to the
Residence Inn  Nashville, the Partnership received $306,000. This was
recorded net of related expenses of $1,000 in the third quarter of 2000 as an
adjustment to loss on foreclosure of property.

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##### Table of Contents



Subsequent to the foreclosure, Marriott issued a notice requiring the
Partnership to pay a $1,415,000 termination fee, computed as per the management
agreement, plus certain employee costs not specified in amount. However,
Marriott and the Lender subsequently entered into a management agreement for
Marriotts continued management of the property and Marriott has verbally
acknowledged that a termination fee is not due.

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##### Table of Contents



4. Legal Proceedings

Metric Partners Growth Suite Investors, L.P. vs. Kenneth E. Nelson, The Nelson
Group, et al., San Francisco County Superior Court, Case No. 928065(the SF
Lawsuit). [The lawsuits described below are related. Terms defined in the
description of one case may be used in the description of the other cases.]

This lawsuit related to disputes in connection with management of the
Partnerships Residence Inn  Ontario by an entity controlled by Kenneth E.
Nelson (Nelson) from April 1988 to February 1991. In March 1993, the
Partnership and Nelson verbally agreed to settle the SF Lawsuit at a settlement
conference (the SF Settlement), whereby the Partnership would purchase, at a
discount, the land (the Land) underlying the Hotel then leased by the
Partnership from Nashville Lodging Company (NLC), an entity controlled by
Nelson. Various disagreements between the Partnership and Nelson regarding the
SF Settlement arose after March 1993, and documents to effectuate the SF
Settlement were never executed. While the Court maintains jurisdiction to
supervise the SF Settlement, this action is no longer active.

Nashville Lodging Company vs. Metric Partners Growth Suite Investors, L.P. et
al., Circuit Court, State of Wisconsin, Case No. 94CV001212.

In February 1994, NLC served this lawsuit on the Partnership. NLC alleges
fraud, breach of settlement contract and breach of good faith and fair dealing
and seeks compensatory, punitive and exemplary damages in an unspecified amount
for the Partnerships failure to consummate the SF Settlement. In February
1994, the Partnership filed an answer and requested that the Court stay the
action pending resolution of the SF Lawsuit including all appeals. The Court
refused to stay the action and discovery commenced. In February 1995, the
Court determined that the Partnership could be sued in Wisconsin but stayed the
case until the settlement of the SF Lawsuit has been finalized.

Orlando Residence Ltd. vs. 2300 Elm Hill Pike, Inc. and Nashville Lodging
Company vs. Metric Partners Growth Suite Investors, L.P., Chancery Court for
Davidson County, in Nashville, Tennessee, Case No. 94-1911-I(Nashville Case
I).

Orlando Residence Inn Ltd. (Orlando) filed this action against 2300 Elm Hill
Pike, Inc. (2300) and NLC in the Davidson County Chancery Court to attempt to
execute a judgment against Nelson, NLC and 2300 in another action in Chancery
Court by subjecting the Land to sale. In May 1995, 2300 and NLC (TP
Plaintiffs) filed a third-party complaint against the Partnership, alleging it
had refused to purchase the Land as required by the SF Settlement. TP
Plaintiffs demanded payment by the Partnership of 2300 and NLCs costs of
defending the case in which the judgment that Orlando was attempting to enforce
had been obtained and indemnification for any loss resulting from the claims of
Orlando, among other claims of damage.

In February 1996, the Court granted a motion filed by TP Plaintiffs for partial
summary judgment, ruling that the Partnership had breached the SF Settlement.
The Partnership does not believe it breached the SF Settlement.

In late October 1997, TP Plaintiffs filed a motion for an injunction to
prohibit the Partnership from distributing proceeds from the sale of the
Residence Inns owned by the Partnership, pending a final judgment in this case.
A hearing on this motion was held in February 1998 and the Court enjoined the
Partnership from conveying, transferring, distributing or otherwise disposing
of its cash to any extent which would leave less than $5 million available for
payment of any judgment obtained by TP Plaintiffs.

TP Plaintiffs filed an amended complaint against the Partnership in April 1998,
asserting, among other things, a bad faith breach of contract by the
Partnership. In May 1998, the Court granted a motion by the Partnership to
dismiss these bad faith allegations and to dismiss certain claims for specific
damages made by TP Plaintiffs, including attorneys fees and the value of
Nelsons time relating to efforts to enforce the SF Settlement.

In late October 1998, TP Plaintiffs filed a second amended complaint, asserting
that a certain 1989 three-party agreement among NLC, the Partnership and the
holder of a mortgage on the Hotel and the Land entitles TP Plaintiffs to obtain
judgment for, among other things, the cost, including attorneys fees, of this
action and of Nelsons time and efforts on behalf of NLC in this action. In
November 1998, the Court
granted a motion filed by the Partnership, dismissing the claim of TP
Plaintiffs to recover for the value of Nelsons time and efforts on behalf of
NLC in this and related litigation.

In December 1998, the Court granted a motion for partial summary judgment filed
by the Partnership, dismissing most of the remaining damage claims of TP
Plaintiffs, including claims for indemnification for any loss resulting from
the claims of Orlando. After these claims were dismissed, TP Plaintiffs
amended their damage claim to seek to recover the alleged differential between
the price that the Partnership agreed to pay for the Land and its alleged fair
market value. The amount of this claim is approximately $1.6 million. In
addition, TP Plaintiffs sought to recover attorneys fees to enforce the SF
Settlement.

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In November 1999, the Partnership filed a motion for summary judgment seeking
dismissal of TP Plaintiffs claim for attorneys fees. This motion was granted
by the Court on February 25, 2000.

On December 21, 2000, the TP Plaintiffs filed a motion requesting that the
Court reconsider its order of December 1998, granting partial summary judgment
to the Partnership. This motion was denied by the Court on January 26, 2001.

The trial of the claim of the TP Plaintiffs remaining in this case, scheduled
for December 17, 2001, was postponed to February 11, 2002. Trial did start on
this date, but on February 13, 2002, the Judge declared a mistrial as a result
of events unrelated to this action. A new trial was scheduled for September 16,
2001.

On April 5, 2002, TP Plaintiffs filed a motion for leave to amend their
complaint to allege damages resulting from alleged interference by the
Partnership with NLCs efforts to sell the Land and to compute NLCs benefit
of bargain damages as of the date of the trial, rather than the date of the
breach of the SF Settlement. On May 3, 2002 the Partnership filed a response
to the motion denying the allegations of the proposed amendment and seeking a
ruling barring the filing of the amended complaint. The Court denied the
motion on May 29, 2002.

On September 3, 2002, the TP Plaintiffs and the Partnership signed and the
Court entered an agreed final order under which the TP Plaintiffs waived their
sole remaining damage claims. All other damage claims asserted by the TP
Plaintiffs in the case had been dismissed by prior orders of the Court. The
effect of the order is a final judgment of no damages for the TP Plaintiffs.
The agreed final order was proposed by the TP Plaintiffs, who have filed a
notice of appeal of the final judgment with the Tennessee Court of the Appeals.
In connection with this appeal, the Partnership will seek to have the judgment
upheld, but if the Court of Appeals should determine to overturn any of the
lower Court rulings in favor of the Partnership and remand the case to the
lower Court, the Partnership will also seek reversal of the lower court ruling
that the Partnership breached the SF Settlement.

Metric Partners Growth Suite Investors, L.P., vs. Nashville Lodging Co., 2300
Elm Hill Pike, Inc., Orlando Residence Ltd., and LaSalle National Bank, as
trustee under that certain pooling and servicing agreement, dated July 11, 1995
for the holders of the WHP Commercial Mortgage Pass Through Certificates,
Series 1995C1 and Robert Holland, Trustee, Chancery Court for Davidson County,
in Nashville, Tennessee, Case No. 96-1405-III(Nashville Case II).

The Partnership filed this action on May 3, 1996 to obtain, among other things,
a judicial determination of the rights and obligations of the Partnership and
NLC under the senior mortgage on the Hotel (Senior Mortgage), a note held by
NLC wrapped around the Senior Mortgage (the Wrap Note) and the Lease as a
consequence of the Partnerships cure of certain defaults by NLC under the
Senior Mortgage. The Partnership believed that as a result of such a cure, it
became the direct obligor to the lender under the Senior Mortgage and that the
Wrap Note had been satisfied and the payments due under Lease reduced by
$50,000 per year.

NLC and 2300 filed an answer in June, together with a counterclaim against the
Partnership. NLC and 2300 claimed damages from the Partnership and asked the
Court to permit acceleration of the Wrap Note and termination of the Lease. In
July 1996, the Partnership filed a motion for summary judgment in this case,
asking that the Court award the relief sought by it and that the Court dismiss
the counterclaim of NLC and 2300. At a hearing on this motion held in August
1996 the Court granted the Partnerships motion. The defendants appealed all
judgments for the Partnership in this case. The Partnership and the defendants
agreed on an attorneys fee award to the Partnership of $60,000, but no payment
was expected until the defendants appeal is resolved. Oral arguments
regarding this appeal were held in July 1998, and in September 1998 the
appellate court affirmed the judgments for the Partnership. Defendants moved
for rehearing, which was denied in early October 1998. Defendants then filed
an application with the Tennessee Supreme Court for permission to appeal the
appellate court decision. This application was denied by the Tennessee Supreme
Court in early March 1999. Subsequently, Defendants petitioned the Tennessee
Supreme Court to reconsider its denial. This petition was denied by the
Tennessee Supreme Court on May 10, 1999. The Partnerships $60,000 attorneys
fee award is now due and owing by the defendants.

Kenneth E. Nelson and Nashville Lodging Co. vs. Metric Realty et al., Chancery
Court for Davidson County in Nashville, Tennessee, Case No. 97-2189-III(the
Inducement Action).

In the second quarter of 1997, Nelson alleged that Metric Realty and GHI
Associates II, L.P., the Managing and Associate General Partners, respectively,
of the Partnership, and certain of Metric Realtys affiliates (the
Affiliates) and certain former and current employees of Metric Realty or its
affiliates (the Employees) had improperly induced the Partnership to breach
the SF Settlement. In June 1997, Nelson and NLC filed the Inducement Action in
the Chancery Court for Davidson County in Nashville, Tennessee (the Chancery
Court) against Metric Realty, GHI Associates II, L.P., the Affiliates and
certain of the Employees (the Inducement Action Defendants), seeking
unspecified compensatory, treble and punitive damages for the alleged improper
inducement of breach of contract.

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In June 1998 the Inducement Action Defendants filed a motion to dismiss the
complaint against the Employees and one of the Affiliates named in the action
based on lack of jurisdiction and against the remaining Affiliates based on
failure to state a claim. The Chancery Court in September 1998 dismissed the
complaint against all Affiliates but one and denied the remaining requests for
dismissal.

A motion for summary judgment to dismiss the action on the basis of the statute
of limitations was filed in January 1999 by the Inducement Action Defendants
and was argued at a hearing held in February 1999. In April 1999, the Court
denied the motion.

Nelson and NLC filed a summary judgment motion seeking to bar the affirmative
defense of managers privilege asserted by the Inducement Action Defendants. In
response to the motion, all of the remaining Inducement Action Defendants filed
a cross-motion for summary judgment, seeking dismissal of all claims on the
grounds that actions of the Inducement Action Defendants taken in connection
with the SF Settlement were privileged by virtue of the managers privilege. On
October 13, 2000, the Court held a hearing on the parties motions for summary
judgment. At the conclusion of the hearing, the Court orally denied the motion
of Nelson and NLC, and granted the cross-motion of the remaining Inducement
Action Defendants, dismissing all remaining claims. On November 28, 2000,
Nelson and NLC filed an appeal of the Courts action to the Tennessee Court of
Appeals. Oral argument in this appeal was held on September 7, 2001.

On September 26, 2002, the Court of Appeals issued an opinion affirming the
dismissal of the action on the grounds of the managers privilege, and further
holding that the claims of Nelson and NLC were barred by the applicable statute
of limitations. Nelson and NLC sought a rehearing by the Court of Appeals.
This request was denied on November 6, 2002. On January 7, 2003, Nelson and
NLC filed an application for permission to appeal to the Tennessee Supreme
Court, which application is still pending.

The legal and other expenses of the Inducement Action Defendants in the
Inducement Action arising as a result of the allegations made by Nelson are
being paid by the Partnership pursuant to the indemnification provisions of the
Partnerships limited partnership agreement and subject to the conditions set
forth in those provisions.

Metric Partners Growth Suite Investors, L.P. vs. James Reuben et al., San
Francisco County Superior Court, Case No. 998214.

On September 30, 1998, the Partnership filed this lawsuit against James Reuben
and several law corporations of which he is or has been a member (the Reuben
Defendants), alleging breach of their professional obligations and fiduciary
duty as attorneys for the Partnership to adequately and competently represent
and advise the Partnership in connection with the SF Settlement. The
Partnership seeks unspecified damages from the Reuben Defendants arising from
such breach. The Reuben Defendants answered the complaint in January 1999.
Discovery has commenced and a trial date for this action has been scheduled for
May 12, 2003. A non-binding mediation of this matter has been scheduled for
March 31, 2003.

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GP Credit Co., LLC vs. Metric Partners Growth Suite Investors, L.P., Metric
Realty, SSR Realty Advisors, Inc. et al, San Francisco County Superior Court,
Case No. CGC-02-403301.

GP Credit Co., LLC (GP) filed this purported class action against the
Partnership and Metric Realty, SSR Realty Advisors, Inc. (SSR) and certain of
SSRs affiliates and current and former employees (collectively, the SSR
Parties) and a class of all limited partners of the Partnership (the LPs)
alleging, among other things, that the SSR Parties fraudulently caused GSI to
distribute $16.8 million to the LPs. GP, which claims to have purchased a claim
owned by NLC, is demanding general and punitive damages against the Partnership
and the SSR Parties and damages from the LPs with regard to the portion of this
$16.8 million distribution received by each LP. Process was served on all
non-LP defendants in March and April 2002 and answers have been filed on behalf
of all non-LP defendants. A Court status conference previously set for March
14, 2003 has been continued to February 6, 2004.

5.    Reconciliation to Income Tax Method of Accounting

The differences between the method of accounting for income tax reporting and
the accrual method of accounting used in the Financial Statements are as
follows:

|                                                            |       |   |           |   |      |   |           |   |  |   |           |   | 
|----------------------------------------------------------- | ----- | - | --------- | - | ---- | - | --------- | - |  | - | --------- | - | 
|                                                            |       |   | 2002      |   | 2001 |   | 2000     
|                                                            |       |   |           |   |      |   |          
|Net (loss) income  Financial Statements                    |       | $ | (328,000  | ) |      | $ | 51,000    |   |  | $ | 584,000   |  
|Differences resulted from:                                  |       |   |           |   |      |   |           |   |  |   |           |  
|                                                            | Other |   |           |  |      |   |           |  |  |   |           |  | 
|                                                            |       |   |           |   |      |   |           |   |  |   |           |  
|Net (loss) income  income tax method                       |       | $ | (328,000  | ) |      | $ | 51,000    |   |  | $ | 584,000   |  
|                                                            |       |   |           |   |      |   |           |   |  |   |           |  
|Taxable (loss) income per limited partnership assignee unit |       | $ | (5        | ) |      | $ | 1         |   |  | $ | 10        |  
|                                                            |       |   |           |   |      |   |           |   |  |   |           |  
|Net assets and liabilities - Financial Statements           |       | $ | 6,943,000 |   |      | $ | 7,302,000 |   |  | $ | 7,220,000 |  
|Cumulative differences resulted from:                       |       |   |           |   |      |   |           |   |  |   |           |  
|                                                            | Other |   |           |  |      |   |           |  |  |   |           |  | 
|                                                            |       |   |           |   |      |   |           |   |  |   |           |  
|Net assets and liabilities - income tax method              |       | $ | 6,943,000 |   |      | $ | 7,302,000 |   |  | $ | 7,220,000 |  
|                                                            |       |   |           |   |      |   |           |   |  |   |           |  

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6. Summarized Quarterly Financial Information (Unaudited)

The following represents selected financial data for the Partnership, for the
two years ended December 31, 2002 and 2001. The data should be read in
conjunction with the financial statements included elsewhere herein.

|                                                         |                |          |                             |         |  |              |           |             |  |   |           |   |  |   |           |   | 
|-------------------------------------------------------- | -------------- | -------- | --------------------------- | ------- |  | ------------ | --------- | ----------- |  | - | --------- | - |  | - | --------- | - | 
|                                                         |                |          | For the
Three Months Ended,
|                                                         |                |          |                            
|2002                                                     |                | March 31 |                             | June 30 |  | September 30 |           | December 31
|                                                         |                |          |                             |         |  |              |           |            
|Total Revenues                                           |                | $        | 34,000                      |         |  | $            | 32,000    |             |  | $ | 30,000    |   |  | $ | 27,000    |  
|Total Expenses                                           |                |          | 107,000                     |         |  |              | 96,000    |             |  |   | 107,000   |   |  |   | 141,000   |  
|                                                         |                |          |                             |         |  |              |           |             |  |   |           |   |  |   |           |  
|Net Loss Income                                          |                | $        | (73,000                     | )       |  | $            | (64,000   | )           |  | $ | (77,000   | ) |  | $ | (114,000  | )
|                                                         |                |          |                             |         |  |              |           |             |  |   |           |   |  |   |           |  
|Net Loss Income per Limited Partnership Assignee Unit    |                | $        | (1                          | )       |  | $            | (1        | )           |  | $ | (1        | ) |  | $ | (2        | )
|                                                         |                |          |                             |         |  |              |           |             |  |   |           |   |  |   |           |  
|Total Assets                                             |                | $        | 7,215,000                   |         |  | $            | 7,147,000 |             |  | $ | 7,065,000 |   |  | $ | 6,943,000 |  
|                                                         |                |          |                             |         |  |              |           |             |  |   |           |   |  |   |           |  
|Long Term Obligations:                                   |                |          |                             |         |  |              |           |             |  |   |           |   |  |   |           |  
|                                                         | Notes Payable: |          | $                           |        |  |              | $         |            |  |   | $         |  |  |   | $         |  | 
|                                                         |                |          |                             |         |  |              |           |             |  |   |           |   |  |   |           |  
|Cash Distributions per Limited Partnership Assignee Unit |                | $        |                            |         |  | $            |          |             |  | $ |          |   |  | $ |          |  
|                                                         |                |          |                             |         |  |              |           |             |  |   |           |   |  |   |           |  

|                                                         |                    |          |                             |         |  |              |           |             |  |   |           |        |  |   |           |         |  
|-------------------------------------------------------- | ------------------ | -------- | --------------------------- | ------- |  | ------------ | --------- | ----------- |  | - | --------- | ------ |  | - | --------- | ------- | -
|                                                         |                    |          | For the
Three Months Ended,
|                                                         |                    |          |                            
|2001                                                     |                    | March 31 |                             | June 30 |  | September 30 |           | December 31
|                                                         |                    |          |                             |         |  |              |           |            
|Total Revenues                                           |                    | $        | 102,000                     |         |  | $            | 81,000    |             |  | $ | 66,000    |        |  | $ | 45,000    |        
|Total Expenses                                           |                    |          | 32,000                      |         |  |              | 41,000    |             |  |   | 35,000    |        |  |   | 135,000   |        
|                                                         |                    |          |                             |         |  |              |           |             |  |   |           |        |  |   |           |        
|                                                         | Net Income (Loss): |          | $                           | 70,000  |  |              | $         | 40,000      |  |   | $         | 31,000 |  |   | $         | (90,000 | )
|                                                         |                    |          |                             |         |  |              |           |             |  |   |           |        |  |   |           |        
|Net Income (Loss) per Partnership Assignee Unit (1):     |                    |          |                             |         |  |              |           |             |  |   |           |        |  |   |           |        
|                                                         | Net Income (Loss)  |          | $                           | 1       |  |              | $         | 1           |  |   | $         |       |  |   | $         | (1      | )
|                                                         |                    |          |                             |         |  |              |           |             |  |   |           |        |  |   |           |        
|Total Assets                                             |                    | $        | 7,332,000                   |         |  | $            | 7,351,000 |             |  | $ | 7,387,000 |        |  | $ | 7,302,000 |        
|                                                         |                    |          |                             |         |  |              |           |             |  |   |           |        |  |   |           |        
|Long Term Obligations:                                   |                    |          |                             |         |  |              |           |             |  |   |           |        |  |   |           |        
|                                                         | Notes Payable      |          | $                           |        |  |              | $         |            |  |   | $         |       |  |   | $         |        |  
|                                                         |                    |          |                             |         |  |              |           |             |  |   |           |        |  |   |           |        
|Cash Distributions per Limited Partnership Assignee Unit |                    | $        |                            |         |  | $            |          |             |  | $ |          |        |  | $ |          |        
|                                                         |                    |          |                             |         |  |              |           |             |  |   |           |        |  |   |           |        



|(1) |  | $1,000 original contribution per limited partnership Assignee Unit based on
59,924 limited partnership Assignee Units outstanding during the period.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

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PART III




Item 10. Directors and Executive
Officers of the Registrant.

The Partnership has no directors or executive officers. For informational
purposes only, the following are the names and additional information relating
to the directors and executive officers of SSR Realty Advisors, Inc. (SSR
Realty), the managing partner of Metric Realty, the Managing General Partner
of the Partnership.

(a)  Directors

Thomas P. Lydon, Jr.Director, President and Chief Executive Officer, SSR Realty

Mr. Lydon age 54, has been President and Chief Executive Officer of SSR Realty,
or one of its predecessor companies since February 1995. From March 1997
through its dissolution in early January 2000, he was also Chairman of the
Board and Chief Executive Officer of Metric Income Trust Series, Inc., a
publicly-held real estate investment trust, of which SSR Realty was the
Advisor. Prior to joining SSR Realty, Mr. Lydon was from April 1992, an
Executive Vice President of MBL Life Assurance Corporation (MBL) (formerly
Mutual Benefit Life Insurance Company) chosen by the New Jersey Department of
Insurance to oversee and reorganize the real estate investment division of MBL.
Mr. Lydons experience before joining MBL included serving as Executive Vice
President and Principal of Manhattan Capital Realty Corporation, an investment
banking firm, from 1990 to 1992; and as Senior Vice President of Unicorp
American Corporation, a real estate and banking firm, from 1985 to 1990. Mr.
Lydon graduated from Syracuse University with a Bachelors Degree in Business
Administration in 1970.

Richard S. DavisChairman of the Board, SSR Realty

Mr. Davis, age 57, was elected to his position with SSR Realty in November
2000. He joined State Street Research and Management Company (State Street),
a subsidiary of Metropolitan Life Insurance Company (MetLife), in November
2000, as Chairman of the Board, Chief Executive Officer and President. He also
serves as President and CEO of SSRM Holdings, Inc. a wholly owned subsidiary of
MetLife, which in turn serves as a holding company for several of MetLifes
investment management subsidiaries. Prior to joining State Street, Mr. Davis
was Senior Vice President, Fixed Income Investments for MetLife, responsible
for the firms $110 billion fixed income portfolio. Prior to this, Mr. Davis
spent
8 years at J.P. Morgan Securities and J.P. Morgan Investment Management, where
his responsibilities spanned from global fixed income sales management to
client business, risk management and product development for the firms money
management division. He previously held successive management positions for 19
years at First Boston Corporation, where he was ultimately responsible for
leading sales, trading and research for all fixed income products. He holds a
Bachelors degree from Georgetown University and a Masters Degree in Business
Administration from Columbia University.

(b)     Executive Officers

William A. FinelliManaging Director and Chief Financial Officer, SSR Realty

Mr. Finelli, age 45, has been Managing Director, and Vice President, Chief
Financial Officer and Treasurer of SSR Realty or one of its predecessor
companies since August 1995. He is responsible for overseeing the day to day
activity of the accounting, finance, legal, technology and valuation areas of
SSR Realty. Before he joined SSR Realty, Mr. Finelli served from November 1983
as a financial executive of MBL. His last position with MBL was Vice President
- Real Estate Accounting. Prior to his years at MBL, Mr. Finelli was with
Ernst & Young, a public accounting firm. Mr. Finelli graduated from Rutgers
University with a Bachelors Degree in Accounting in 1979 and is a Certified
Public Accountant.

Herman H. HowertonManaging Director and General Counsel, SSR Realty

Mr. Howerton, age 59, has served as General Counsel of SSR Realty or its
predecessor companies since 1988. From 1984 to 1988, he was employed by Fox
Capital Management Corporation (FCMC) in various legal positions. He was
employed by Cushman & Wakefield in commercial leasing from 1983 to 1984. Prior
to that, from 1972 to 1982, Mr. Howerton held various positions with Itel
Corporation, including those of Vice President-Administration and Vice

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President, General Counsel and Secretary. He received a Bachelor of Arts
Degree from California State University at
Fresno in 1965 and a Juris Doctorate Degree from Harvard Law School in 1968.
He is a member of the State Bar of California.

Jeffrey B. AllenManaging Director-Multi-Housing, SSR Realty

Mr. Allen, age 55, has been in charge of the Multi-Housing Operating Company of
SSR Realty since December 2001. He joined SSR in March 2001 as President of SSR
Development Partners LLC, (a subsidiary of SSR), a position in which he
continues. From 1999 until he joined SSR, Mr. Allen owned and operated his own
private development company in Southern California. From 1998 to 1999, he was a
partner at McGuire Partners, a Los Angeles-based private development company.
From 1995 to 1998, Mr. Allen was a senior executive at two NYSE listed
affiliates of Security Capital Group (Homestead Village Inc. and Archstone
Communities Trust) managing business units that developed, owned and/or managed
rental apartment units and extended-stay hotel rooms. From 1981 to 1995, Mr.
Allen was a Managing Partner of Paragon Group, a major national
developer/owner/manager of residential, commercial and industrial real estate.
He received a Masters Degree in business administration from Harvard University
Graduate School of Business and a Bachelor of Science Degree in civil
engineering from Cornell University. He is a licensed real estate broker in
the State of California and is a member of the National Multi-Housing Council,
Urban Land Institute, the Cornell University Real Estate Council and the Real
Estate Committee of the Southern California Biomedical Council.




Item 11. Executive
Compensation.

The Partnership does not pay or employ any directors or officers. Compensation
to the directors and officers of SSR Realty, the managing partner of Metric
Realty (the managing general partner of the Partnership), is paid by SSR Realty
or its affiliates and is not related to the results of the Partnership.

The Partnership has not established any plans pursuant to which plan or
non-plan compensation has been paid or distributed during the last fiscal year
or is proposed to be paid or distributed in the future, nor has the Partnership
issued or established any options or rights relating to the acquisition of its
securities or any plan relating to such options or rights. However, SSR Realty
is expected to receive certain allocations, distributions and other amounts
pursuant to the Partnerships limited partnership agreement. In addition,
included in the expense reimbursements made to such general partner or
affiliates by the Partnership is an allocation for a portion of the
compensation (including employee benefit plans) paid to personnel rendering
asset management services to the Partnership.




Item 12. Security Ownership of Certain Beneficial Owners and Management.

There is no person known to the Partnership who owns beneficially or of record
more than five percent of the voting securities of the Partnership. Neither
the Partnerships Managing General Partner nor affiliates of the Partnerships
Managing General Partner have contributed capital to the Partnership.

The Partnership is a limited partnership and has no officers or directors. The
Managing General Partner has discretionary control over most of the decisions
made by or for the Partnership in accordance with the terms of the Partnership
Agreement. Each of the directors and officers of the managing partner of the
Partnerships Managing General Partner, and all of these individuals as a
group, own less than one percent of the Partnerships voting securities.

There are no arrangements known to the Partnership, the operations of which
may, at a subsequent date, result in a change in control of the Partnership.

There are no equity compensation plans in existence for the Partnership.




Item 13. Certain Relationships and Related Transactions.

None; except that the Partnership in 2002 paid and in 2003 will pay expense
reimbursements to Metric Realty for services provided to the Partnership. See
the Prospectus filed pursuant to Rule 424(b) of the Securities Act of 1933,
which is incorporated by reference herein, and Note 2 to the Financial
Statements in Item 8. All of the individuals listed in Item 10 above are
officers and employees of and receive compensation from SSR Realty or an
affiliate.

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Item 14. Controls and Procedures.



| | (a) |  | Evaluation of Disclosure Controls and Procedures. The Chief
Executive Officer and Chief Financial Officer of SSR Realty Advisors,
Inc., in its capacity as Managing General Partner of Metric Realty, The
Managing General Partner of Metric Growth Suite Investors, L.P. (the
Partnership), have evaluated the effectiveness of the Partnerships
disclosure controls and procedures (as such term is defined in Rule
13a-14(c) and 15d-14(c) under the Securities and Exchange Act of 1934,
as amended (the Exchange Act)) as of a date within 90 days prior to
the filing date of this annual report on Form 10-K (the Evaluation
Date). Based on such evaluation, such officers have concluded that,
as of the Evaluation Date, the Partnerships disclosure controls and
procedures are effective in alerting them on a timely basis to material
information relating to the Partnership required to be included in the
Partnerships reports filed or submitted under the Exchange Act.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Changes in Internal Controls. Since the Evaluation Date, there
have not been any significant changes in the Partnerships internal
controls or in other factors that could significantly affect such
controls.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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PART IV




Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.



|(a) |  | 1., 2. and 3. See Item 8 of Form 10-K for Financial Statements for the
Partnership, Notes thereto, and Financial Statement Schedules. (A table
of contents to Financial Statements and Financial Statement Schedules is
included in Item 8 and incorporated herein by reference.)
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | No reports on Form 8-K were required to be filed during the last
quarter of the period covered by this Report.
| | --- |  | --------------------------------------------------------------------------------------------------------------
|
| | (c) |  | List of Exhibits (numbered in accordance with Item 601 of
Regulation S-K):                                    

|     |  |                                                                                                                                                                                                                                                                                                                  
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Amended and Restated Limited Partnership Agreement of the
Partnership. Incorporated by reference to Post-Effective Amendment
No. 3 to the Partnerships Form S-11 Registration Statement filed
with the Commission on July 14, 1989.                                                                             
|     |  |                                                                                                                                                                                                                                                                                                                  
|4.1  |  | Assignment Agreement among the Partnership, Metric Realty and
Metric Assignor, Inc. on behalf of
all holders of limited partnership assignee Units. Incorporated by
reference to Post-Effective Amendment No. 3 to the Partnerships Form
S-11 Registration Statement filed with the Commission on July 14,
1989.
|     |  |                                                                                                                                                                                                                                                                                                                  
|99.1 |  | Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.                                                                                                                                                                           

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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.

REGISTRANT

| |  |                                                                                |       |                                                                                     
| |  | ------------------------------------------------------------------------------ | ----- | ------------------------------------------------------------------------------------
| |  | METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,
a California Limited Partnership
| |  |                                                                                |       |                                                                                     
| |  |                                                                                | By:   | Metric Realty,
an Illinois general partnership,
its Managing General Partner        
| |  |                                                                                |       |                                                                                     
| |  |                                                                                | By:   | SSR Realty Advisors, Inc.,
a Delaware corporation,
its Managing General Partner     
| |  |                                                                                |       |                                                                                     
| |  |                                                                                | By:   | /s/ Thomas P. Lydon, Jr.                                                            
| |  |                                                                                |       |                                                                                     
| |  |                                                                                |       | Thomas P. Lydon, Jr.President and Chief Executive Officer,
SSR Realty Advisors, Inc.
| |  |                                                                                |       |                                                                                     
| |  |                                                                                | Date: | March 21, 2003                                                                      

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 date indicated.

|      |  |                                                                                            |  |     |                                                                  | 
|----- |  | ------------------------------------------------------------------------------------------ |  | --- | ---------------------------------------------------------------- | 
|By:   |  | /s/ William A. Finelli                                                                     |  | By: | /s/ Richard S. Davis                                            
|      |  |                                                                                            |  |     |                                                                 
|      |  | William A. FinelliManaging Director and Chief Financial
Officer, SSR Realty Advisors, Inc. |  |     | Richard S. DavisChairman of the Board, SSR Realty Advisors, Inc.
|      |  |                                                                                            |  |     |                                                                  | 
|By:   |  | /s/ Thomas P. Lydon                                                                        |  |     |                                                                  | 
|      |  |                                                                                            |  |     |                                                                  | 
|      |  | Thomas P. LydonDirector, SSR Realty Advisors, Inc.                                         |  |     |                                                                  | 
|      |  |                                                                                            |  |     |                                                                  | 
|Date: |  | March 21, 2003                                                                             |  |     |                                                                  | 

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Certifications

I, Thomas P. Lydon, Jr., certify that:

1.     I have reviewed this annual report on Form 10-K of Metric Partners
Growth Suite Investors, L.P.;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)     designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

b)     evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and

c)     presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The registrants other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):

a)     all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b)     any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: March 21, 2003

/s/ Thomas P. Lydon, Jr.

Thomas P. Lydon, Jr.,
President and Chief Executive Officer
SSR Realty Advisors, Inc.
As Managing Partner of Metric Realty,
Managing General Partner of Registrant





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##### Table of Contents



Certifications

I, William A. Finelli, certify that:

1.     I have reviewed this final report on Form 10-Q of Metric Partners
Growth Suite Investors, L.P.;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)     designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

b)     evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and

c)     presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The registrants other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):

a)     all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b)     any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: March 21, 2003

/s/ William A. Finelli

William A. Finelli, Managing Director and Chief Financial Officer
SSR Realty Advisors, Inc.
As Managing Partner of Metric Realty,
Managing General Partner of Registrant