UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(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, 1995

                                       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             (I.R.S. Employer Identification No.)
incorporation or organization)

          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.






<PAGE>



                  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. The managing general partner of the Partnership
is Metric Realty,  an Illinois  general  partnership.  Metric Realty is owned by
Metric  Holdings,  Inc. and Metric  Realty  Corp.  Metric  Realty  Corp.  is the
Managing  Partner  of  Metric  Realty.  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  is 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 on Item 2. The acquisition activities
of the  Partnership  were completed on March 16, 1990,  with the purchase of its
final hotel property. Since that time, the principal activity of the Partnership
has been  managing its  portfolio.  As the  Partnership's  long-term  goal is to
ultimately liquidate the portfolio, the markets where the hotels are located are
monitored on an ongoing basis for potential  sales  opportunities.  In mid 1995,
the  Partnership  believed  that market  conditions  in Atlanta  were optimum to
consider a sale of the  Residence  Inn-Atlanta  (Perimeter  West) and  initiated
discussions with potential purchasers.  Following a series of negotiations,  the
Partnership  entered into a purchase  and sale  agreement  with an  unaffiliated
buyer and sold the  property  on October 3, 1995.  The  Partnership's  remaining
property  portfolio is  geographically  diversified  with nine hotels located in
seven states.

      Both the  income  and  expenses  of  operating  the  properties  which the
Partnership owns are subject to factors outside the Partnership's  control, such
as oversupply of similar properties  resulting from  overbuilding,  increases in
unemployment or population  shifts, or changes in patterns of needs of users. In
addition,  there are risks  inherent  in owning and  operating  hotels and other
lodging  facilities  because such  properties are management and labor intensive
and  especially  susceptible  to the  impact of  economic  and other  conditions
outside the control of the Partnership.

      Expenses,  such as local real estate taxes and  management  expenses,  are
subject to change and cannot  always be reflected in room rate  increases due to
market  conditions.  The  profitability  and  marketability  of  developed  real
property  may be  adversely  affected by changes in general  and local  economic
conditions  and in prevailing  interest  rates,  and  favorable  changes in such
factors will not necessarily  enhance the profitability or marketability of such
property. Even under the most favorable market conditions, there is no guarantee
that any property owned by the  Partnership  can be sold or, if sold,  that such
sale can be made upon favorable terms.


                                        1

<PAGE>



      There have been, and it is possible there may be other, federal, state and
local  legislation  and  regulations  enacted  relating to the protection of the
environment.  The managing  general partner is unable to predict the extent,  if
any, to which such new legislation or regulations  might occur and the degree to
which such existing or new legislation or regulations might adversely affect the
properties owned by the Partnership.

      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.  In no case  has the  Partnership
received  notice that it is a potentially  responsible  party with respect to an
environmental clean-up site.

      The Partnership and the hotel management  companies  maintain property and
liability insurance on the properties. The Partnership believes such coverage to
be adequate.

      The  Partnership is subject to the general  competitive  conditions of the
lodging industry. In addition, each of the Partnership's  properties competes in
an  area  which  normally  contains  numerous  other  properties  which  may  be
considered competitive.



                                        2

<PAGE>



Item 2.    Properties.

      A description of the hotel  properties  which the  Partnership  owns is as
follows:

                                                               Date of
Name and Location                                             Purchase     Rooms
-----------------                                             --------     -----

 Residence Inn-Ontario                                         04/88         200
   2025 East D Street
   Ontario, California

Residence Inn-Fort Wayne                                       06/88          80
   4919 Lima Road
   Fort Wayne, Indiana

Residence Inn-Columbus (East)                                  06/88          80
   2084 South Hamilton Road
   Columbus, Ohio

Residence Inn-Indianapolis                                     06/88          88
   3553 Founders Road
   Indianapolis, Indiana

Residence Inn-Lexington                                        06/88          80
   1080 Newtown Pike
   Lexington, Kentucky

Residence Inn-Louisville                                       06/88          96
   120 North Hurstbourne Lane
   Louisville, Kentucky

Residence Inn-Winston-Salem                                    06/88          88
   7835 North Point Boulevard
   Winston-Salem, North Carolina

Residence Inn-Nashville (Airport)                              05/89         168
   2300 Elm Hill Pike
   Nashville, Tennessee

Residence Inn-Atlanta (Perimeter West)(1)                      10/89         128
   6096 Barfield Road
   Atlanta, Georgia

Residence Inn-Altamonte Springs                                03/90         128
   270 Douglas Ave 
   Altamonte Springs, Florida


      (1) Sold in October 1995.

      See the  Financial  Statements  in Item 8 for  information  regarding  any
encumbrances to which the properties of the Partnership are subject.



                                        3

<PAGE>


<TABLE>
      Occupancy and room rates for the years ended  December 31, 1995,  1994 and
1993 are as follows:


                                                    Average                  Average
                                               Occupancy Rate (%)       Daily Room Rate ($)
                                               ------------------       -------------------
<CAPTION>
                                              1995   1994   1993       1995   1994   1993
                                              ----   ----   ----       ----   ----   ----
<S>                                            <C>    <C>    <C>       <C>    <C>    <C>
HOTELS:
Residence Inn-Ontario .......................  72     69     73        67.84  67.57  66.77
Residence Inn-Columbus (East) ...............  89     87     84        68.98  64.23  64.25
Residence Inn-Fort Wayne ....................  93     89     82        62.43  59.04  60.14
Residence Inn-Indianapolis ..................  80     85     82        75.69  69.48  65.70
Residence Inn-Lexington .....................  84     87     91        71.90  70.66  69.14
Residence Inn-Louisville ....................  85     90     90        79.92  75.04  72.07
Residence Inn-Winston-Salem .................  85     85     83        71.94  65.47  64.71
Residence Inn-Nashville (Airport) ...........  77     75     74        77.43  72.71  70.99
Residence Inn-Atlanta (Perimeter West) (1) ..  81     82     79        87.82  76.76  71.14
Residence Inn-Altamonte Springs .............  82     78     76        78.31  77.52  80.67

</TABLE>
(1) Sold in October 1995.


                               Project Operations

Project  Operations  for the years ended  December 31,  1995,  1994 and 1993 are
shown on the next three pages.  Project Operations tables reflect the components
of income or loss (before gain on sale) for each property which the  Partnership
owns and the  components  of the loss at the  Partnership  level.  In  addition,
non-cash items such as depreciation  and amortization are shown. The tables also
reflect  principal  payments  on the  Partnership's  notes  payable  and capital
improvements.

                                        4

<PAGE>
<TABLE>
                                                             METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.
                                                                  a California Limited Partnership

                                                             Project Operations of the Residence Inns for
                                                                  The Year Ended December 31, 1995
                                                                                (000's)

<CAPTION>
                                                     Columbus      Fort                                                 Winston
                                         Ontario      (East)       Wayne      Indianapolis   Lexington   Louisville      Salem
                                         -------      ------       -----      ------------   ---------   ----------      -----
REVENUES:
Hotel operations:
<S>                                        <C>          <C>          <C>           <C>          <C>          <C>           <C>
  Rooms                                    $3,603       $1,783       $1,693        $1,994       $1,751       $2,363        $1,956
  Telephone and other                         244           66           94            99          135          157           111
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------
Hotel operations                            3,847        1,849        1,787         2,093        1,886        2,520         2,067
Interest and other                             53            0            0             0            0            0             0
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------
Total revenues                              3,900        1,849        1,787         2,093        1,886        2,520         2,067
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------

EXPENSES:
Hotel operations:
  Rooms                                       672          396          331           444          380          416           391
  Administrative                              385          298          196           292          236          264           280
  Marketing                                   446          157          165           228          174          243           192
  Energy                                      274          107           91            97           90           98           100
  Repair and maintenance                      189          101           64           127          123          115           121
  Management fees                             154          120          116           137          123          165           135
  Property taxes                               78           89           80            79           51           80            66
  Other                                       201           54           51            56           70           78            64
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------
Hotel operations                            2,399        1,322        1,094         1,460        1,247        1,459         1,349
Depreciation and other
  amortization                                496          206          204           253          245          286           248
Interest                                      855          279          293           339          330          381           335
General and administrative                      0            0            0             0            0            0             0
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------
Total expenses                              3,750        1,807        1,591         2,052        1,822        2,126         1,932
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------
INCOME(LOSS) (1)                              150           42          196            41           64          394           135

Plus non-cash items - net                     442          210          209           258          250          292           254
Less notes payable
  principal payments                            5           17           17            20           20           23            20
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------
Project operations                            587          235          388           279          294          663           369

Capital Improvements                          163          268          228           163          326          220            84
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------
Project operations after
  capital improvements                       $424         ($33)        $160          $116         ($32)        $443          $285
                                       ===========  ===========  ===========   ===========  ===========  ===========  ============


<CAPTION>
                                                                  Altamonte
                                       Nashville     Atlanta       Springs      Partnership       Total
                                       ---------     -------       -------      -----------       -----
REVENUES:
Hotel operations:
<S>                                        <C>           <C>          <C>            <C>          <C>
  Rooms                                    $3,654        $2,496       $2,982            $0        $24,275
  Telephone and other                         173           153          142             0          1,374
                                      ------------  ------------  -----------   -----------  -------------
Hotel operations                            3,827         2,649        3,124             0         25,649
Interest and other                              7            54            0           344            458
                                      ------------  ------------  -----------   -----------  -------------
Total revenues                              3,834         2,703        3,124           344         26,107
                                      ------------  ------------  -----------   -----------  -------------

EXPENSES:
Hotel operations:
  Rooms                                       877           493          767             0          5,167
  Administrative                              415           533          325             0          3,224
  Marketing                                   384           258          291             0          2,538
  Energy                                      236           131          174             0          1,398
  Repair and maintenance                      216           109          164             0          1,329
  Management fees                             115           132          167             0          1,364
  Property taxes                              105            82          167             0            877
  Other                                       264            64           68             0            970
                                      ------------  ------------  -----------   -----------  -------------
Hotel operations                            2,612         1,802        2,123             0         16,867
Depreciation and other
  amortization                                597           349          626             0          3,510
Interest                                      899           467          674             0          4,852
General and administrative                      0             0            0           809            809
                                      ------------  ------------  -----------   -----------  -------------
Total expenses                              4,108         2,618        3,423           809         26,038
                                      ------------  ------------  -----------   -----------  -------------
INCOME(LOSS) (1)                             (274)           85         (299)         (465)            69

Plus non-cash items - net                     590           307          773             0          3,585
Less notes payable
  principal payments                          100            28           83             0            333
                                      ------------  ------------  -----------   -----------  -------------
Project operations                            216           364          391          (465)         3,321

Capital Improvements                          331           178          202             0          2,163
                                      ------------  ------------  -----------   -----------  -------------
Project operations after
  capital improvements                      ($115)         $186         $189         ($465)        $1,158
                                      ============  ============  ===========   ===========  =============

</TABLE>
(1)  Before gain on sale of property.


                                        5

<PAGE>
<TABLE>
                                                             METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.
                                                                   a California Limited Partnership

                                                             Project Operations of the Residence Inns for
                                                                   the Year Ended December 31, 1994
                                                                                (000's)
<CAPTION>
                                                     Columbus       Fort                                                 Winston
                                         Ontario      (East)        Wayne     Indianapolis   Lexington   Louisville       Salem
                                         -------      ------        -----     ------------   ---------   ----------       -----
REVENUES:
Hotel operations:
<S>                                        <C>          <C>          <C>           <C>          <C>          <C>           <C>
  Rooms                                    $3,381       $1,636       $1,527        $1,892       $1,780       $2,354        $1,790   
  Telephone and other                         220           59           84           104          134          122           113   
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------  
Hotel operations                            3,601        1,695        1,611         1,996        1,914        2,476         1,903   
Interest and other                             40            0            0             0            0            0             0   
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------  
Total revenues                              3,641        1,695        1,611         1,996        1,914        2,476         1,903   
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------  

EXPENSES:
Hotel operations:
  Rooms                                       649          342          309           410          353          392           395   
  Administrative                              428          268          189           236          275          252           264   
  Marketing                                   436          152          166           215          148          244           182   
  Energy                                      250          122           96            98           89          103           103   
  Repair and maintenance                      171           77           87           104          117          113           130   
  Management fees                             144          110          105           129          125          162           124   
  Property taxes                               63           57           65            70           51           81            67   
  Other                                       147           50           43            53           62           64            76   
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------  
Hotel operations                            2,288        1,178        1,060         1,315        1,220        1,411         1,341   
Depreciation and other
  amortization                                550          283          272           346          307          371           323   
Interest                                      856          281          294           341          332          383           337   
General and administrative                      0            0            0             0            0            0             0   
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------  
Total expenses                              3,694        1,742        1,626         2,002        1,859        2,165         2,001   
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------  
INCOME(LOSS)                                  (53)         (47)         (15)           (6)          55          311           (98)  

Plus non-cash items - net                     510          287          277           351          313          377           329   
Less notes payable
  principal payments                            4           15           16            18           18           20            18   
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------  
Project operations                            453          225          246           327          350          668           213   

Capital Improvements                          184           27           37           200           37          266           116   
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------  
Project operations after
  capital improvements                       $269         $198         $209          $127         $313         $402           $97   
                                       ===========  ===========  ===========   ===========  ===========  ===========  ============  

<CAPTION>
                                                                  Altamonte
                                       Nashville     Atlanta       Springs      Partnership       Total
                                       ---------     -------       -------      -----------       -----
REVENUES:                                                                                                   
Hotel operations:                                                                                           
<S>                                        <C>          <C>          <C>             <C>           <C>      
  Rooms                                    $3,347       $2,931       $2,808             $0         $23,446  
  Telephone and other                         169          169          134              0           1,308  
                                       -----------  -----------  -----------    -----------  -------------- 
Hotel operations                            3,516        3,100        2,942              0          24,754  
Interest and other                             20           18            0            176             254  
                                       -----------  -----------  -----------    -----------  -------------- 
Total revenues                              3,536        3,118        2,942            176          25,008  
                                       -----------  -----------  -----------    -----------  -------------- 
                                                                                                            
EXPENSES:                                                                                                   
Hotel operations:                                                                                           
  Rooms                                       789          605          680              0           4,924  
  Administrative                              330          355          316              0           2,913  
  Marketing                                   344          302          248              0           2,437  
  Energy                                      248          159          170              0           1,438  
  Repair and maintenance                      216          144          142              0           1,301  
  Management fees                             105          155          147              0           1,306  
  Property taxes                              121           75          187              0             837  
  Other                                       270           75           61              0             901  
                                       -----------  -----------  -----------    -----------  -------------- 
Hotel operations                            2,423        1,870        1,951              0          16,057  
Depreciation and other                                                                                      
  amortization                                688          453          611              0           4,204  
Interest                                      901          622          670              0           5,017  
General and administrative                      0            0            0            677             677  
                                       -----------  -----------  -----------    -----------  -------------- 
Total expenses                              4,012        2,945        3,232            677          25,955  
                                       -----------  -----------  -----------    -----------  -------------- 
INCOME(LOSS)                                 (476)         173         (290)          (501)           (947) 
                                                                                                            
Plus non-cash items - net                     668          451          747              0           4,310  
Less notes payable                                                                                          
  principal payments                           99           37           72              0             317  
                                       -----------  -----------  -----------    -----------  -------------- 
Project operations                             93          587          385           (501)          3,046  
                                                                                                            
Capital Improvements                          427           38          116              0           1,448  
                                       -----------  -----------  -----------    -----------  -------------- 
Project operations after                                                                                    
  capital improvements                      ($334)        $549         $269          ($501)         $1,598  
                                       ===========  ===========  ===========    ===========  ============== 

</TABLE>



                                        6

<PAGE>
<TABLE>
                                                             METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.
                                                                  a California Limited Partnership

                                                             Project Operations of the Residence Inns for
                                                                   the Year Ended December 31, 1993
                                                                                (000's)
<CAPTION>
                                                      Columbus      Fort                                                 Winston
                                          Ontario      (East)       Wayne     Indianapolis   Lexington   Louisville       Salem 
                                         -------      ------        -----     ------------   ---------   ----------       ----- 
REVENUES:
Hotel operations:
<S>                                        <C>          <C>          <C>           <C>          <C>          <C>           <C>
  Rooms                                    $3,539       $1,562       $1,433        $1,715       $1,822       $2,256        $1,726   
  Telephone and other                         205           57           62            97          113           83           100   
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------  
Hotel operations                            3,744        1,619        1,495         1,812        1,935        2,339         1,826   
Interest and other                            107            0            0             0            0            0             0   
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------  
Total revenues                              3,851        1,619        1,495         1,812        1,935        2,339         1,826   
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------  

EXPENSES:
Hotel operations:
  Rooms                                       669          331          302           381          367          407           389   
  Administrative                              428          253          173           236          266          201           271   
  Marketing                                   445          148          172           211          164          231           200   
  Energy                                      237           95           91           100           83          108           103   
  Repair and maintenance                      172           74           93           104          131          110            87   
  Management fees                             150          106           97           118          126          154           119   
  Property taxes                               98          102           63            71           51           81            68   
  Other                                       159           52           40            54           73           61            66   
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------  
Hotel operations                            2,358        1,161        1,031         1,275        1,261        1,353         1,303   
Depreciation and other
  amortization                                750          374          356           427          399          479           430   
Interest                                      856          278          291           338          329          379           333   
General and administrative                      0            0            0             0            0            0             0   
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------  
Total expenses                              3,964        1,813        1,678         2,040        1,989        2,211         2,066   
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------  
INCOME(LOSS)                                 (113)        (194)        (183)         (228)         (54)         128          (240)  

Plus non-cash items - net                     643          385          367           439          411          493           442   
Less notes payable
  principal payments                            4            6            6             7            7            8             7   
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------  
Project operations                            526          185          178           204          350          613           195   

Capital Improvements                           72          232          107            74           59           99            68   
                                       -----------  -----------  -----------   -----------  -----------  -----------  ------------  
Project operations after
  capital improvements                       $454         ($47)         $71          $130         $291         $514          $127   
                                       ===========  ===========  ===========   ===========  ===========  ===========  ============  

<CAPTION>
                                                                  Altamonte                                   
                                        Nashville     Atlanta      Springs      Partnership      Total        
                                        ---------     -------      -------      -----------      -----        
REVENUES:                                                                                                     
Hotel operations:                                                                                             
<S>                                        <C>          <C>          <C>             <C>           <C>
  Rooms                                    $3,227       $2,626       $2,839             $0         $22,745    
  Telephone and other                         160          154          117              0           1,148    
                                       -----------  -----------  -----------    -----------  --------------   
Hotel operations                            3,387        2,780        2,956              0          23,893    
Interest and other                             20           18            0            152             297    
                                       -----------  -----------  -----------    -----------  --------------   
Total revenues                              3,407        2,798        2,956            152          24,190    
                                       -----------  -----------  -----------    -----------  --------------   
                                                                                                              
EXPENSES:                                                                                                     
Hotel operations:                                                                                             
  Rooms                                       707          551          580              0           4,684    
  Administrative                              325          319          317              0           2,789    
  Marketing                                   351          279          259              0           2,460    
  Energy                                      213          162          157              0           1,349    
  Repair and maintenance                      170          125          133              0           1,199    
  Management fees                             101          139          149              0           1,259    
  Property taxes                              119          160          178              0             991    
  Other                                       270          107           46              0             928    
                                       -----------  -----------  -----------    -----------  --------------   
Hotel operations                            2,256        1,842        1,819              0          15,659    
Depreciation and other                                                                                        
  amortization                                667          426          600              0           4,908    
Interest                                      909          618          666              0           4,997    
General and administrative                      0            0            0            764             764    
                                       -----------  -----------  -----------    -----------  --------------   
Total expenses                              3,832        2,886        3,085            764          26,328    
                                       -----------  -----------  -----------    -----------  --------------   
INCOME(LOSS)                                 (425)         (88)        (129)          (612)         (2,138)   
                                                                                                              
Plus non-cash items - net                     647          469          728              0           5,024    
Less notes payable                                                                                            
  principal payments                           90           13           54              0             202    
                                       -----------  -----------  -----------    -----------  --------------   
Project operations                            132          368          545           (612)          2,684    
                                                                                                              
Capital Improvements                           49          250          179              0           1,189    
                                       -----------  -----------  -----------    -----------  --------------   
Project operations after                                                                                      
  capital improvements                        $83         $118         $366          ($612)         $1,495    
                                       ===========  ===========  ===========    ===========  ==============   

</TABLE>

                                        7

<PAGE>




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. (Plaintiff) vs. Nashville Lodging Company, Metric
Partners  Growth Suite  Investors,  L.P., et al.  (Defendants);  Metric Partners
Growth Suite Investors  (Third Party  Plaintiff) vs. 2300 Elm Hill Pike, Inc. et
al. (Third Party Defendant),  Tennessee Chancery Court for Davidson County, Case
No. 92-3086-III.


      Orlando Residence,  Ltd.  (Plaintiff) vs. 2300 Elm Hill Pike, Inc., et al.
(Defendants/Third  Party Plaintiffs) vs. Metric Partners Growth Suite Investors,
L.P. (Third Party Defendant), Tennessee Chancery Court for Davidson County, Case
No. 94-1911-I.

      For information  regarding these lawsuits see Management's  Discussion and
Analysis of Financial  Condition and Results of Operations and Item 8, Note 7 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.



                                        8

<PAGE>



                                     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
February  15, 1996,  Assignee  Unit holders  have  received  distributions  from
operations  ranging  from  $220 - $313  for  each  $1,000  original  investment,
exclusive of a $2 payment made in 1995 in payment of Georgia real property taxes
due on gain from the sale of the  Residence  Inn-Atlanta  (Perimeter  West).  No
market for  Limited  Partnership  Assignee  Units  exists,  nor is  expected  to
develop.

      As of December  31,  1995,  the  approximate  number of holders of Limited
Partnership Assignee Units was as follows:

                                                                       Number of
                                                                        Record
Title of Class                                                          Holders*
--------------                                                          --------

Limited Partnership Assignee Units..............................         5,531




*Number of Investments
<TABLE>
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,  1995.  The data should be read in
conjunction with the financial statements included elsewhere herein.

                                                   For the Year Ended December 31,
                                                   -------------------------------
<CAPTION>
                                     1995         1994          1993          1992          1991
                                     ----         ----          ----          ----          ----
                                             (Amounts in thousands except per unit data)
<S>                                <C>          <C>           <C>           <C>           <C>
TOTAL REVENUES ................... $ 26,107     $ 25,008      $ 24,190      $ 23,331      $ 22,895
                                   ========     ========      ========      ========      ========

NET INCOME (LOSS) ................ $  3,344     $   (947)     $ (2,138)     $ (2,329)     $ (2,289)
                                   ========     ========      ========      ========      ========

NET INCOME (LOSS) PER LIMITED
 PARTNERSHIP ASSIGNEE UNIT(1) .... $     52     $    (19)     $    (39)     $    (38)     $    (37)
                                   ========     ========      ========      ========      ========


TOTAL ASSETS ..................... $ 71,071     $ 74,936      $ 77,899      $ 81,951      $ 85,487
                                   ========     ========      ========      ========      ========


LONG TERM OBLIGATIONS:
   Notes Payable ................. $ 42,669     $ 48,800      $ 49,003      $ 49,014      $ 48,775
                                   ========     ========      ========      ========      ========

CASH DISTRIBUTIONS PER LIMITED
 PARTNERSHIP ASSIGNEE UNIT ....... $     32     $     30      $     30      $     28      $     20
                                   ========     ========      ========      ========      ========



(1) $1,000 original contribution per limited partnership assignee unit, based on
limited  partnership   assignee  units  outstanding  during  the  period,  after
allocation to the General Partners.

</TABLE>

                                        9

<PAGE>



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.

Results of Operations

      Net income was  $3,344,000  in 1995  compared to a net loss of $947,000 in
1994.  The change was  primarily  due to the gain from the sale of the Residence
Inn - Atlanta (Perimeter West) as well as increases in hotel operations revenue,
resulting from improved occupancy and room rates at certain of the Partnership's
properties and reduced  depreciation  and interest  expense.  Revenue from hotel
operations  increased  3.6%  for 1995  compared  to 1994.  An  increase  in room
revenues  at eight of the nine  Partnership's  hotels  held at year end was only
slightly offset by a very modest decrease at the Residence Inn-Lexington.  Hotel
operating  expenses  increased  5.0%  in  comparison  to 1994  primarily  due to
increases in  administrative  and marketing  expenses and room operating  costs.
Interest and other income  increased  $204,000 in 1995  primarily as a result of
larger cash balances,  specifically  the proceeds from the sale of the Residence
Inn-Atlanta   (Perimeter  West),   invested  in  interest  bearing  investments.
Depreciation and other amortization  decreased $694,000 in 1995, due to the sale
of one hotel and fully  depreciated  furnishings at certain of the other hotels.
Interest expense  decreased by $165,000 in 1995 primarily due to the sale of one
hotel.  General and administrative  expense increased $132,000 in 1995 primarily
due to an increase in legal costs.

      On an ongoing basis, the Partnership monitors the markets where the hotels
are located and reviews potential  opportunities for the sale of the properties.
During the second quarter of 1995, the Partnership  initiated  discussions  with
several  potential  purchasers  regarding the sale of the Residence  Inn-Atlanta
(Perimeter West). After a series of negotiations, the Partnership entered into a
contract for sale with a non-affiliated buyer and on October 3, 1995 the sale of
the property was recorded.  (See Note 6 to the Financial  Statements for details
of the transaction)

      The operations of the properties and the markets in which they are located
are described below.

      Residence Inn-Ontario:  In 1995 room revenues increased 6.6% in comparison
to the prior year due to an increase in occupancy and a very slight  increase in
room rates,  which was  offset,  in part,  by an  increase  in hotel  operations
expenses.  During the year,  the local  economy  strengthened  with new business
development  and an escalation in  construction  activity;  however,  during the
fourth quarter  federal  government  curtailments  affected the "extended  stay"
patronage  base at the hotel. A variety of marketing  programs  remain in place,
focusing on promoting new business as well as retaining the existing clients.

      Residence Inn-Columbus:  Room revenues increased 9.0% in 1995 as both room
rates and occupancy  improved in comparison  to the prior year.  This  increase,
however,  was offset by an overall 12.2% increase in hotel operations  expenses.
Increases were incurred in the  categories of room operating and  administrative
costs, repair and maintenance items and property taxes.  Management continues to
work with the operator in an effort to affect  expense  reductions.  Local hotel
market conditions have remained stable,  although new competition is expected to
come on-line later in 1996.  Marketing  efforts are focused on  maintaining  and
increasing the patronage base in light of the additional new competition.

      Residence  Inn-Fort  Wayne:  Room  revenues  increased  10.9%  in  1995 in
comparison  to the  prior  year,  which  was only  partially  offset by a modest
increase in hotel  operations  expenses.  Both occupancy and room rates improved
during the year as compared to 1994. The local economy and hotel market remained
stable throughout the year and the Partnership's  property continues to retain a
strong competitive position in the marketplace.

      Residence  Inn-Indianapolis:  A 5.4% increase in room revenues for 1995 is
primarily  attributable  to a substantial  increase in room rates as compared to
the prior year. Occupancy,  however,  reflected a decline for the year, due to a
fire which  occurred  in the first  quarter of 1995  rendering  10% of the rooms
uninhabitable.  The  rebuilding of the damaged suites was completed in the third
quarter of 1995.  Reconstruction  work and loss of revenue,  after a deductible,
was covered through the use of insurance  proceeds.  The local economy  remained
stable  during  the  year and the  operator  continues  to  focus on  increasing
patronage  through   solicitation  of  major  corporate  accounts  and  training
business.


                                       10

<PAGE>



      Residence  Inn-Lexington:  Room  revenues  decreased  slightly,  or  1.6%,
compared to the prior year and hotel operations  expenses  increased 2.2% during
1995.  Although  occupancy  declined as  compared to the prior year,  room rates
reflected an increase. The local economy remains stable; however,  conditions in
the hotel  market  continue  to be  competitive  as two new hotel  products  are
scheduled for completion in 1996. Responsive marketing efforts, including offers
of special rates for weekend business, are being utilized to enhance performance
results.

      Residence  Inn-Louisville:  Room  revenues and hotel  operations  expenses
increased  slightly  for the year as compared to 1994.  Room rates  reflected an
improvement,  which contributed to a decline in occupancy for the year. Economic
conditions in the area appear to be stable;  however, the Partnership's hotel is
subject to competition from several apartment complexes in the marketplace which
offer corporate units for lease at rates  significantly lower than local hotels.
Marketing  efforts have included  direct mail and  telemarketing  programs in an
effort to expand and diversify the current patronage base.

      Residence  Inn-Winston  Salem:  Room  revenues  increased  9.3% in 1995 in
comparison  to the  prior  year due to a  substantial  increase  in room  rates.
Occupancy  rates were  unchanged.  Conditions  in the local hotel market  remain
competitive  as two new  products  are due to come  on  line  during  1996.  The
operator  continued  an  aggressive   marketing  program,   aimed  primarily  at
attracting new training business, to enable the property to remain competitive.

      Residence  Inn-Nashville:  A 9.2%  increase in room  revenues  for 1995 in
comparison to the prior year is attributable to an improvement in both occupancy
and room  rates at the  hotel.  This  increase  was  partially  offset by a 7.8%
increase  in hotel  operations  expenses  primarily  due to  increases  in room,
administrative and marketing costs. The local economy continues to be stable and
unemployment low; however,  competition in the hotel market remains  challenging
as several new hotels are scheduled to open in 1996.  Marketing  programs are in
place to retain the existing  long-term  stay business as well as to attract new
convention and corporate business.

      Residence  Inn-Altamonte Springs: An increase of 6.2% in room revenues for
1995 was offset by an 8.8% increase in hotel  operations  expenses in comparison
to the prior year.  Room  operating,  marketing  costs,  and certain  repair and
maintenance  items  contributed to the increase in expenses,  which was slightly
offset  by lower  property  taxes,  as  compared  to the prior  year.  Occupancy
increased  for 1995 in  comparison  to the prior year and room  rates  increased
slightly.  The local  economy  remains  stable.  The new operator is focusing on
maintaining  current  clients while  working to attract new  corporate  business
patronage.

      Residence  Inn-Atlanta  (Perimeter  West):  The  property  was  sold  to a
non-affiliated buyer on October 3, 1995. From January 1, 1995 through October 2,
1995 the hotel generated strong project  operations.  Both revenues and expenses
decreased in 1995 in  comparison  to the prior year as the property was held for
only a  nine-month  period  prior to sale.  Expenses,  however,  did not decline
proportionally due to the costs incurred with regard to a sales tax audit.

1994 Compared to 1993

      Net loss  decreased  $1,191,000 in 1994 compared to 1993  primarily due to
increases in hotel  operations  revenue,  resulting from improved  occupancy and
room rates at certain of the Partnership's  properties and reduced  depreciation
expense. Revenue from hotel operations increased 3.6% for 1994 compared to 1993.
An  increase  in room  revenues  at seven of the  Partnership's  hotels was only
partially  offset by a substantial  decrease at the Residence  Inn-Ontario,  and
modest decreases at the Residence  Inn-Lexington and the Residence Inn-Altamonte
Springs. Hotel operating expenses increased 2.5% in comparison to 1993 primarily
due to increases in administrative  expenses, room operating costs, expenses for
repair and maintenance, and escalations in energy costs during the winter months
at several of the properties  which were only partially  offset by a decrease in
real estate tax and  marketing  expense.  Interest  and other  income  decreased
$43,000 in 1994 primarily as a result of recognition in 1993 of deferred  income
relating to the management contract at the Residence  Inn-Ontario.  Depreciation
and  amortization   decreased   $704,000  in  1994,  due  to  fully  depreciated
furnishings  at  certain  of the  hotels.  General  and  administrative  expense
decreased  $87,000 in 1994 due to decreases in audit,  legal and  administrative
costs  partially  offset  by the cost  incurred  by the  Partnership  to  obtain
appraisals on the Residence Inns.


                                       11

<PAGE>



Partnership Liquidity and Capital Resources

Introduction

      As  presented  in the  Statements  of Cash  Flows,  cash was  provided  by
operating  activities.  Cash was also  provided  by  investing  activities  from
proceeds  from  cash  investments  and  sale  of a  property  and was  used  for
improvements  to properties and purchase of cash  investments.  Cash was used by
financing activities for note payable payments and distributions to partners.

      The results of project operations before capital improvements for the year
ended  December  31, 1995 are  determined  by net income or loss (before gain on
sale  of  property)  adjusted  for  non-cash  items  such  as  depreciation  and
amortization,  and reduced by principal  payments made on the notes payable (see
Item 2, Properties).  The project  operations before capital  improvements is an
indication of the operational  performance of the property.  During 1995, all of
the  Partnership's  properties  generated  positive  project  operations  before
deductions for capital improvements.  The Partnership, after taking into account
results of project operations before capital improvements,  interest income, and
general and administrative  expenses, on an accrual basis,  experienced positive
results from  operations.  Project  operations  should not be  considered  as an
alternative to net income or loss (as presented in the financial statements), as
an indicator of the Partnership's operating performance, or as an alternative to
cash  flow  as  a  measure  of  liquidity.   Project  operations  after  capital
improvements for any given year may not be indicative of the property's  general
performance as capital  improvements are likely to be made in large amounts when
associated with renovation programs.

      The  Partnership  considers  cash  investments  to  be  those  investments
(primarily  commercial  paper) with an original maturity date of more than three
months at time of purchase.  There were no cash  investments  as of December 31,
1995.

      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.  As  discussed  in  Note 7 to  the  financial
statements,  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
has been treated as a receivable in the Partnership's  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  has  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"). To date, these parties
have not been able to reach  agreement on all issues  relating to the Settlement
Documents. Since June 1994, numerous appearances before the Court have been made
in an effort to resolve all issues regarding the Settlement Documents, but as of
the date hereof, the Settlement Documents have not been completed or executed.

      As  discussed  in Note 7 to the  financial  statements,  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  (Airport) (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.  Orlando  sought the
collection of all payments made by the  Partnership in connection  with the land
lease to the previous owner  associated with the Hotel and/or  rescission of the
sale of the  Hotel  to the  Partnership.  The  Partnership  obtained  a  summary
judgement dismissing the case against it on September 15, 1993. In May 1994, the
Partnership filed a motion for summary judgement against Nelson, NLC and 2300 to
recover  attorneys'  fees of the  Partnership  related to this action.  In April
1995, the Court awarded judgement to the Partnership  against NLC and 2300 for a
portion of the Partnership's legal fees in this case.



                                       12

<PAGE>



      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  totalling more than  $1,350,000  were  subsequently  entered by this
Court  against  Nelson,  NLC and 2300.  Orlando  may  attempt to  execute  these
judgements  against  Nelson,  NLC and 2300 on the Land,  which could deprive the
Partnership of the benefits of the SF  Settlement.  There is also some risk that
consummation of the SF Settlement,  which would result in ownership of the Hotel
and the Land being combined in the Partnership  while the Land may be subject to
the lis pendens filed by Orlando and/or other liens and  judgements  obtained by
Orlando may adversely  affect the  Partnership's  equity  interest in the Hotel.
However, the Partnership does not believe that consummation of the SF Settlement
will have a material adverse effect on the Partnership or on its equity interest
in the Hotel.

      In another action in Nashville,  Tennessee, 2300 and NLC have 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.  The action will continue to determine  damages
and other issues. The Partnership does not believe it breached the SF Settlement
and, in any event,  does not believe  that any  damages it might  ultimately  be
required  to pay in this  action  will  have a  material  adverse  effect on the
Partnership.

      See Note 7 to the  Financial  Statements  for more  information  about the
foregoing and other related proceedings.

      In  April  1993,  the  interest  rate  increased  on the  Residence  Inn -
Altamonte Springs loan. In addition, in July 1993 the interest rate increased on
the loans of seven  other  hotels.  Also,  the terms of the loans  provided  for
payment of principal to commence at the same time as the interest increased.  As
the loans on the hotels mature in 1998,  the  Partnership  periodically  reviews
alternative financing options which may be available in the marketplace.

      In 1995, the Partnership  spent  $2,163,000 on capital  improvements.  The
majority  was  spent  for  room  renovations  at the  Residence  Inns-Lexington,
Altamonte Springs,  Louisville and Nashville, siding and building repairs at the
Residence  Inns-Columbus  and Fort Wayne and a new lock  system at  Ontario  and
Nashville.   In  1996,  the  Partnership   anticipates  spending   approximately
$2,600,000 on capital  improvements.  These improvements are necessary to enable
the  properties  to  remain  competitive  in their  respective  markets  and are
required under the franchise agreements.

      During the second and third quarters of 1995 the  Partnership  worked with
Marriott in an effort to  restructure  contracts on certain  Partnership  hotels
under their  management.  An agreement was reached whereby  Marriott reduced the
overall  management  fees,  as well as the  length  of the  contract  terms.  In
addition,  the  Partnership  is permitted to terminate the contract after a five
year term in connection  with a sale of the hotels.  A termination  fee would be
payable if the  purchaser  were not to continue  the  Residence  Inn by Marriott
franchise.  In exchange,  the Partnership  executed new agreements with Marriott
for  the  management  of  the  Residence  Inns  located  in  Altamonte  Springs,
Nashville, and Ontario.  Effective January 1, 1996, Marriott manages all nine of
the Partnership's remaining hotels.

      In accordance  with, and as is customary in the management of hotels,  the
various  management  agreements  with the operators  provide for a percentage of
revenues to be placed in capital  replacement  funds.  The  capital  replacement
funds are used to fund on-going  capital  improvements  as well as room or other
major renovation  programs.  In general, the capital replacement funds are being
held at the individual properties with additions generally made monthly based on
revenues  and  expenditures  which are  based on  approved  capital  expenditure
budgets by the Partnership.  Unused funds are held in interest-bearing accounts.
To the extent not available from an individual  property's  capital  replacement
fund, a capital  improvement or renovation may be funded from the  Partnership's
working capital reserve.

      The Partnership became aware that on February 12, 1996, a third party made
an  unsolicited  offer to a large number of unit holders of the  Partnership  to
purchase up to 1,200 units,  representing  approximately  2% of the  outstanding
units,  at a price of $205 per  unit.  Under  applicable  securities  laws,  the
Partnership  was  required to notify its  investors of the  Partnership's  views
regarding this offer. A letter dated February 15, 1996 was provided to investors
in fulfillment of that requirement.  It should be noted that the Partnership did
not take a position with respect to the offer but rather  advised the holders of
the assignee  limited  partnership  units to consult  their  personal  financial
advisors on the matter,  as the desirability of the offer to any unit hold could
differ  greatly  depending  upon such unit  holder's  financial,  tax, and other
individual circumstances.


                                       13

<PAGE>




      Unit holders were also advised that the Partnership and its Transfer Agent
will take such action as the Partnership deems appropriate to ensure that resale
transactions  do not  result  in the  termination  of the  Partnership  for  tax
purposes,   cause  the  Partnership  to  be  classified  as  a  publicly  traded
partnership or cause the  Partnership to be taxed as a corporation.  In order to
protect its status as a partnership  for federal income tax purposes,  secondary
market  activity in its units will be limited to less than 5% of the outstanding
units  per  year.  For any of these  reasons,  the  Partnership  may  refuse  to
recognize a resale transaction. The Partnership may also request any information
needed to ensure compliance with the terms of the Partnership  Agreement and any
applicable regulatory requirements.

Conclusion

      The  Partnership  established an estimated value for the assignee units in
the  Partnership  as of  December  31,  1995.  Appraisals  of  the  hotels  were
commissioned  and  undertaken  by a firm  which is a  recognized  appraiser  and
consultant  to the hotel  industry.  The  primary  methodology  employed  in the
appraisals used in the  evaluation,  which was selected by the appraiser and not
pursuant to any instructions  from the  Partnership,  was the income approach to
value  utilizing  a  discounted  cash flow  analysis.  In  conjunction  with the
preparation of the  appraisals,  a discount rate was determined by the appraiser
based on several relevant  factors,  including,  but not limited to, the current
investment  climate  for hotel  properties,  local  hotel  market  and  economic
conditions, comparisons of occupancy and room rates with prevailing market rates
for similar properties and the status of the management contract for each hotel.
The Partnership  believes that the assumptions  utilized in the process were not
unreasonable.  The  value  of the  properties  as  determined  by the  appraisal
process,  in combination with the book value of other  Partnership  assets,  has
resulted in an  estimated  net asset value of each  assignee  unit of $521 as of
December 31,  1995.  As of December 31,  1994,  the value of the  properties  as
determined by the appraisal process, in combination with the book value of other
Partnership  assets,  resulted in an estimated  net asset value of each assignee
unit of $335. It should be noted,  however,  that appraised values represent the
opinion of the appraisal  firm as of the date of the appraisals and are based on
market  conditions at the time of the appraisals  and on assumptions  concerning
future circumstances which may or may not be accurate.

      This  valuation is an estimate of the  assignee  unit value only which has
been made as of December 31, 1995 based on the methodology  described herein and
does not represent a market value.  There can be no assurance  that the sales of
the assets in the  current  market or at any time in the future  would yield net
proceeds  which on a per  assignee  unit basis would be equal to or greater than
the estimated value.  Further,  there can be no assurance that sales of assignee
units now or in the future  would yield net  proceeds  equal to or greater  than
this value. The assignee units are illiquid and there is no formal liquid market
where they are regularly  traded.  However,  the  Partnership is aware that some
resales  have taken place in the informal  secondary  market.  In this  informal
market, transactions may or may not take place in any time period and occur at a
price negotiated between buyer and seller. We have no knowledge concerning how a
particular price may be determined. Resale transactions of which the Partnership
has  knowledge,  reflect prices ranging from $200 to $340 in 1996 (through March
21, 1996). In 1995, sixty-five resale transactions, of which the Partnership had
knowledge,  were recorded at a simple  average price (not  weighted) of $244 per
assignee unit. In 1994, thirty-one resale transactions, of which the Partnership
had  knowledge,  were recorded at a simple  average price (not weighted) of $196
per assignee unit. The  Partnership's  knowledge of these  transactions is based
solely on the books and records of its Transfer Agent.

      The Partnership anticipates that it will have sufficient resources to meet
its capital and operating requirements into the foreseeable future.

                                       14

<PAGE>



Item 8. Financial Statements and Financial Statement Schedules.

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

                                TABLE OF CONTENTS

                                                                            Page

Reports of Independent Auditors.........................................   16-17
Financial Statements:
   Balance Sheets at December 31, 1995 and 1994.........................      18
   Statements of Operations for the Years ended December 31, 1995,
    1994 and 1993.......................................................      19
   Statements of Partners' Equity (Deficiency) for the Years ended
    December 31, 1995, 1994 and 1993....................................      20
   Statements of Cash Flows for the Years ended December 31, 1995,
    1994 and 1993.......................................................      21
   Notes to Financial Statements........................................   22-28
Financial Statement Schedule:
   Schedule III -  Real Estate and Accumulated Depreciation at 
    December 31, 1995...................................................      29

      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.

                                       15

<PAGE>









                         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,  1995 and  1994  and the  related  statements  of  operations,
partners'  equity  and cash  flows  for the years  then  ended.  Our audit  also
included the financial  statement  schedule for 1995 and 1994 of the Partnership
listed in the  accompanying  table of contents.  These financial  statements and
financial  statement  schedule  are  the  responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial  statement  schedule based on our audits. The financial
statements  and financial  statement  schedule of the  Partnership  for the year
ended  December 31, 1993 were audited by other auditors whose report dated March
18, 1994 expressed an unqualified opinion on these statements and schedule.

      We conducted our audits in accordance  with  generally  accepted  auditing
standards.  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 the  Partnership  at December 31, 1995 and
1994 and the  results  of its  operations  and its cash flows for the years then
ended in conformity with generally accepted accounting principles.  Also, in our
opinion,  the financial statement schedule for 1995 and 1994, when considered in
relation to the basic financial statements taken as a whole,  presents fairly in
all material respects the information set forth therein.





San Francisco, California                                      ERNST & YOUNG LLP
February 23, 1996

                                       16

<PAGE>









INDEPENDENT AUDITORS' REPORT


Metric Partners' Growth Suite Investors, L.P.:

We have audited the  accompanying  statements of  operations,  partners'  equity
(deficiency) and cash flows of Metric Partners' Growth Suite Investors, L.P., (a
limited  partnership) (the  "Partnership") for the year ended December 31, 1993.
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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the results of operations and cash flows of the  Partnership  for the
year ended December 31, 1993 in conformity  with generally  accepted  accounting
principles.


/s/Deloitte & Touche LLP

March 18, 1994







                                       17

<PAGE>



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

                                 BALANCE SHEETS
                                  December 31,

                                                      1995              1994
                                                      ----              ----

                                     ASSETS

CASH AND CASH EQUIVALENTS ...................... $ 10,248,000      $  5,142,000
RESTRICTED CASH ................................      302,000              --
ACCOUNTS RECEIVABLE ............................    1,034,000           746,000
PREPAID EXPENSES AND OTHER ASSETS ..............      196,000           314,000

PROPERTIES AND IMPROVEMENTS ....................   87,885,000        96,213,000
ACCUMULATED DEPRECIATION .......................  (28,935,000)      (28,008,000)
                                                 ------------      ------------

NET PROPERTIES AND IMPROVEMENTS ................   58,950,000        68,205,000

DEFERRED FINANCING COSTS .......................      127,000           235,000
DEFERRED FRANCHISE FEES ........................      214,000           294,000
                                                 ------------      ------------

TOTAL ASSETS ................................... $ 71,071,000      $ 74,936,000
                                                 ============      ============


                        LIABILITIES AND PARTNERS' EQUITY

ACCOUNTS PAYABLE ............................... $  1,022,000      $    747,000
ACCRUED PROPERTY TAXES .........................      391,000           319,000
ACCRUED INTEREST ...............................      344,000           317,000
OTHER LIABILITIES ..............................    1,095,000           905,000
DEFERRED GAIN ON SALE OF PROPERTY ..............      300,000              --
NOTES PAYABLE ..................................   42,669,000        48,800,000
                                                 ------------      ------------

TOTAL LIABILITIES ..............................   45,821,000        51,088,000
                                                 ------------      ------------

COMMITMENTS AND CONTINGENCIES

PARTNERS' EQUITY (DEFICIENCY):
 GENERAL PARTNERS ..............................      100,000           (68,000)
 LIMITED PARTNERS (59,932 units outstanding) ...   25,150,000        23,916,000
                                                 ------------      ------------

TOTAL PARTNERS' EQUITY .........................   25,250,000        23,848,000
                                                 ------------      ------------

TOTAL LIABILITIES AND PARTNERS' EQUITY ......... $ 71,071,000      $ 74,936,000
                                                 ============      ============




                       See notes to financial statements.

                                       18

<PAGE>


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

                            STATEMENTS OF OPERATIONS
              For the Years Ended December 31, 1995, 1994 and 1993
<CAPTION>

                                                                              1995             1994              1993
                                                                              ----             ----              ----
REVENUES:
<S>                                                                     <C>              <C>               <C>
Hotel operations....................................................    $ 25,649,000     $ 24,754,000      $ 23,893,000
Interest and other..................................................         458,000          254,000           297,000
                                                                        ------------     ------------      ------------

Total revenues......................................................      26,107,000       25,008,000        24,190,000
                                                                        ------------     ------------      ------------
EXPENSES  (Including  $410,000,  $390,000 and $454,000 paid to
managing  general partner and affiliates in 1995, 1994 and 1993)
Hotel operations

        Rooms.......................................................        5,167,000       4,924,000         4,684,000
        Administrative..............................................        3,224,000       2,913,000         2,789,000
        Marketing...................................................        2,538,000       2,437,000         2,460,000
        Energy......................................................        1,398,000       1,438,000         1,349,000
        Repair and maintenance......................................        1,329,000       1,301,000         1,199,000
        Management fees.............................................        1,364,000       1,306,000         1,259,000
        Property taxes..............................................          877,000         837,000           991,000
        Other.......................................................          970,000         901,000           928,000
                                                                        -------------    ------------      ------------
Total hotel operations..............................................       16,867,000      16,057,000        15,659,000
Depreciation and other amortization.................................        3,510,000       4,204,000         4,908,000
Interest............................................................        4,852,000       5,017,000         4,997,000
General and administrative..........................................          809,000         677,000           764,000
                                                                        -------------    ------------      ------------

Total expenses......................................................       26,038,000      25,955,000        26,328,000
                                                                        -------------    ------------      ------------

INCOME (LOSS) BEFORE GAIN ON SALE OF PROPERTY.......................           69,000        (947,000)       (2,138,000)
Gain on sale of property............................................        3,275,000               -                 -
                                                                        -------------    -------------     ------------
NET INCOME (LOSS)...................................................    $   3,344,000    $   (947,000)     $ (2,138,000)
                                                                        =============    =============     ============

NET INCOME (LOSS) PER LIMITED PARTNERSHIP
 ASSIGNEE UNIT:
Income (loss) before gain on sale of property.......................             $(1)            $(19)             $(39)
Gain on sale of property............................................              53                -                 -
                                                                                 ---            ------            -----
NET INCOME (LOSS)...................................................             $52             $(19)             $(39)
                                                                                 ===             =====             =====

CASH DISTRIBUTIONS PER LIMITED PARTNERSHIP
 ASSIGNEE UNIT......................................................             $32               $30              $30
                                                                                 ===               ===              ===

</TABLE>












                                       19

<PAGE>


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

                   STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)
              For the Years Ended December 31, 1995, 1994 and 1993

<CAPTION>
                                                                           General           Limited
                                                                           Partner          Partners          Total
                                                                           -------          --------          -----
<S>                                                                     <C>              <C>                <C>
BALANCE, JANUARY 1, 1993.............................................   $   (412,000)    $ 31,015,000       $30,603,000
Net Income (Loss)....................................................        197,000       (2,335,000)       (2,138,000)
Cash Distributions...................................................        (37,000)      (1,798,000)       (1,835,000)
                                                                        ------------     ------------      ------------
BALANCE, DECEMBER 31, 1993...........................................       (252,000)      26,882,000        26,630,000
Net Income (Loss)....................................................        221,000       (1,168,000)         (947,000)
Cash Distributions...................................................        (37,000)      (1,798,000)       (1,835,000)
                                                                        ------------     ------------      ------------
BALANCE, DECEMBER 31, 1994...........................................        (68,000)      23,916,000        23,848,000
Income (Loss) Before Gain on Sale of Property........................        105,000          (36,000)           69,000
Gain on Sale of Property.............................................        102,000        3,173,000         3,275,000
Cash Distributions from Sale.........................................         (2,000)        (105,000)         (107,000)
Cash Distributions from Operations...................................        (37,000)      (1,798,000)       (1,835,000)
                                                                        ------------     ------------      ------------
BALANCE, DECEMBER 31, 1995...........................................   $    100,000     $ 25,150,000      $ 25,250,000
                                                                        ============     ============      ============
</TABLE>
















































                       See notes to financial statements.

                                       20

<PAGE>


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

                                                STATEMENTS OF CASH FLOWS
                                  For the Years Ended December 31, 1995, 1994 and 1993
<CAPTION>
                                                                              1995             1994              1993
                                                                              ----             ----              ----
OPERATING ACTIVITIES:
<S>                                                                     <C>              <C>               <C>
Net income (loss)...................................................    $   3,344,000    $    (947,000)    $  (2,138,000)
Adjustments to reconcile net income (loss) to net cash provided
 by operating activities:
        Depreciation and amortization...............................        3,585,000        4,310,000         5,024,000
        Gain on sale of property....................................       (3,275,000)               -                 -
        Changes in operating assets and liabilities:
           Accounts receivable......................................         (288,000)               -           403,000
           Prepaid expenses and other assets........................          118,000          (13,000)           15,000
           Accounts payable, accrued expenses
            and other liabilities...................................          678,000          100,000            77,000
                                                                        -------------    -------------     -------------
Net cash provided by operating activities...........................        4,162,000        3,450,000         3,381,000
                                                                        -------------    -------------     -------------

INVESTING ACTIVITIES:
Proceeds from sale of property - net................................        5,684,000                -                 -
Capital improvements................................................       (2,163,000)      (1,448,000)       (1,189,000)
Restricted cash - deposit to escrow account.........................         (302,000)               -                 -
Purchase of cash investments........................................       (1,409,000)        (494,000)       (2,964,000)
Proceeds from sale of cash investments..............................        1,409,000        1,478,000         4,440,000
                                                                        -------------    -------------     -------------
Net cash provided (used) by investing activities....................        3,219,000         (464,000)          287,000
                                                                        -------------    -------------     -------------

FINANCING ACTIVITIES:
Notes payable principal payments....................................         (333,000)        (317,000)         (202,000)
Cash distributions to partners......................................       (1,942,000)      (1,835,000)       (1,835,000)
                                                                        --------------   --------------    -------------
Cash used by financing activities...................................       (2,275,000)      (2,152,000)       (2,037,000)
                                                                        --------------   --------------    -------------

INCREASE IN
 CASH AND CASH EQUIVALENTS..........................................        5,106,000          834,000         1,631,000
Cash and cash equivalents at beginning of year......................        5,142,000        4,308,000         2,677,000
                                                                        -------------     ------------     -------------

CASH AND CASH EQUIVALENTS
 AT END OF YEAR.....................................................    $  10,248,000     $  5,142,000     $   4,308,000
                                                                        =============     ============     =============



                SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Interest paid in cash during the year...............................    $   4,636,000     $  4,819,000     $   4,501,000
                                                                        =============     ============     =============



                            SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES

Balance of note payable assumed by buyer............................    $   5,922,000                -                 -
                                                                        =============            =====             =====

</TABLE>



                       See notes to financial statements.
                                       21

<PAGE>



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


                          NOTES TO FINANCIAL STATEMENTS


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.  Metric
Realty is owned by Metric Holdings,  Inc. and Metric Realty Corp.  Metric Realty
Corp. is the Managing Partner of Metric Realty. 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.

      New Accounting  Pronouncement  - In March 1995, the FASB issued  Statement
No. 121,  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be  Disposed  Of." This  statement  requires  impairment  losses to be
recorded on long-lived  assets used in operations  when indicators of impairment
are present and the  undiscounted  cash flows estimated to be generated by those
assets  during the  holding  period are less than the assets'  carrying  amount.
Statement No. 121 also addresses the  accounting for long-lived  assets that are
expected to be disposed of. The Partnership  will adopt Statement No. 121 in the
first quarter of 1996 and, based on current circumstances,  does not believe the
effect of adoption will be material.

      Fair Value of Financial  Instruments - In 1995,  the  Partnership  adopted
Statement of Financial  Accounting  Standards No. 107,  "Disclosures  about Fair
Value  of  Financial  Instruments,"  which  requires  disclosure  of fair  value
information  about  financial  instruments,  whether  or not  recognized  in the
balance sheet.  Fair value is a subjective  measurement based on assumptions and
market data. The carrying amounts of cash and cash equivalents, restricted cash,
receivables  and  obligations   under  accounts  payable  and  accrued  expenses
approximate their fair value. An estimate of the fair value of the Partnership's
notes payable and related accrued  interest  requires the use of discounted cash
flow  analysis  based on the current  market rate for similar types of borrowing
arrangements.   The  carrying  amounts  of  the   Partnership's   notes  payable
approximate their fair value.

      Use  of  Estimates  - The  preparation  of  the  financial  statements  in
conformity with generally accepted accounting  principles 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.

      Cash  Investments  - Cash  investments  include all cash  investments  not
considered cash or cash equivalents.  There were no cash investments at December
31, 1995 or 1994.

      Restricted  Cash - Restricted cash consists of amounts related to the sale
of the Residence Inn - Atlanta  (Perimeter  West) which were  deposited  into an
escrow account. See Note 6.

      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.



                                       22

<PAGE>



      Properties and  Improvements - Properties and  improvements  are stated at
cost. A provision for impairment of value is recorded when a decline in value of
property is determined to be other than  temporary as a result of one or more of
the  following:  (1) a property is offered for sale at a price below its current
carrying value,  (2) a property has significant  balloon payments due within the
foreseeable  future which the  Partnership  does not have the resources to meet,
and  anticipates  it will be  unable  to obtain  replacement  financing  or debt
modification  sufficient  to  allow  a  continued  hold of the  property  over a
reasonable period of time, (3) a property has been, and is expected to continue,
generating  significant  operating  deficits  and the  Partnership  is unable or
unwilling to sustain such deficit results of operations, and has been unable to,
or  anticipates  it will be unable to,  obtain debt  modification,  financing or
refinancing  sufficient  to  allow  a  continued  hold  of  the  property  for a
reasonable  period of time or,  (4) a  property's  value has  declined  based on
management's  expectations  with respect to projected  future  operational  cash
flows and prevailing economic  conditions.  An impairment loss is indicated when
the  undiscounted  sum of estimated  future cash flows from an asset,  including
estimated sales proceeds,  and assuming a reasonable period of ownership up to 5
years,  is less than the  carrying  amount of the asset.  In the  absence of the
above circumstances, properties and improvements are stated at cost. Acquisition
fees are capitalized as a cost of properties and improvements.  Certain payments
received from the sellers pursuant to performance guarantee agreements in excess
of the hotel's net  operating  income are applied as a reduction  of the cost of
the related hotel.

      Depreciation - Depreciation is computed by the  straight-line  method over
estimated  useful lives of 30 years for buildings and improvements and six years
for furnishings.

      Deferred  Financing  Costs - Financing costs are deferred and amortized as
interest  expense  over the lives of the related  loans,  which are three to ten
years, or expensed, if financing is not obtained.

      Deferred  Franchise  Fees - Franchise  fees,  paid in connection  with the
acquisition of the Residence Inns, are deferred and amortized over the remaining
lives of the franchise agreements which range from ten to fifteen years.

      Net  Income  (Loss) Per  Limited  Partnership  Assignee  Unit - Net income
(loss) per limited partnership  assignee unit is computed by dividing net income
(loss) allocated to the limited partners by 59,932 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.

      Reclassification  - Certain prior years' amounts have been reclassified to
conform to the 1995 presentation.

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:

                                            1995           1994           1993
                                            ----           ----           ----

Partnership management fees ............  $160,000       $160,000       $160,000
Reimbursement of expenses ..............   250,000        230,000        294,000
                                          --------       --------       --------

Total ..................................  $410,000       $390,000       $454,000
                                          ========       ========       ========

      Reimbursement of expenses  include  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 both 1994 and 1993 the general
partners  were  allocated  gross  income  of  $245,000  in  accordance  with and
calculated pursuant to the Partnership  agreement.  However,  beginning in 1995,
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.

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


                                       23

<PAGE>



3.    Properties and Improvements

      Hotel  properties  and  improvements  at  December  31,  1995 and 1994 are
summarized as follows:

                                                    1995               1994
                                                    ----               ----

Land .......................................   $  9,358,000        $ 12,276,000
Buildings and improvements .................     61,487,000          66,376,000
Furnishings ................................     17,040,000          17,561,000
                                               ------------        ------------

Total ......................................     87,885,000          96,213,000
Accumulated depreciation ...................    (28,935,000)        (28,008,000)
                                               ------------        ------------

Net properties and improvements ............   $ 58.950.000        $ 68,205,000
                                               ============        ============

4.    Notes Payable

      The  Partnership  has one or  more  notes  payable  associated  with  each
property.  Individual properties are pledged as collateral for the related notes
payable. The notes are generally payable monthly and require balloon payments in
1998.  Interest rates on the notes are fixed at December 31, 1995 and range from
8 percent to 10.25 percent. Certain of the notes have been discounted over their
term to yield interest at 10.15 to 10.5 percent per annum. Discount amortization
was $124,000,  $114,000 and $191,000 for the years ended December 31, 1995, 1994
and 1993, respectively.

      Each note for the six  Residence  Inns acquired in June 1988 (with a total
net  book  value  of   $29,505,000   at  December   31,   1995)   provides   for
cross-collateralization  to all of these properties. The principal amount of all
six notes was  $18,739,000  at December 31, 1995.  The Residence Inn - Nashville
(Airport) note payable with an original  balance of $9,250,000 wraps an existing
loan which had a balance of approximately $9,336,000 at the time the Partnership
acquired the property.

      Principal payments at December 31, 1995 are required as follows:

1996.............................................................. $    353,000
1997..............................................................      375,000
1998..............................................................   42,257,000
Unamortized discount..............................................     (316,000)
                                                                   -------------

Total............................................................. $ 42,669,000
                                                                   =============

     Amortization  of deferred  financing  costs  totaled  $50,000,  $70,000 and
$70,000 for the years ended December 31, 1995, 1994 and 1993, respectively.

5.    Minimum Future Rental Commitments

      One property, the Residence Inn-Nashville (Airport), is utilized through a
land lease which provides for lease payments of $100,000 per annum for the first
ten years, plus an additional $50,000 per annum until the purchase money note to
the seller is paid in full. The $50,000 is payable in equal monthly installments
with payment of the balance being  subordinated  to returns to the  Partnership.
Furthermore,  up to  $210,000 of the  balance of the ground  lease can,  and has
been, applied by the Partnership as an offset under a guarantee  agreement.  The
portion of the accrued rent not paid currently accrues interest at a rate of ten
percent per annum,  compounded  annually.  Furthermore,  the lease  provides for
additional payments based on 1.8% of the revenues of the hotel.

      Beginning in the eleventh lease year, the annual lease payment is adjusted
every five years  with the  payment  based on  application  of the then  current
ten-year  United States  Treasury  Bond rate of interest,  to a valuation of the
land at the  higher of its then fair  market  value or the  option  price in the
lease. The lease extends through May 25, 2049 and contains an option to purchase
the fee interest in the land.


                                       24

<PAGE>



      Rental  expense  (including  the  1.8% of  revenues)  for this  lease  was
$219,000, $214,000 and $211,000 in 1995, 1994 and 1993.

6.    Sale of Property

      The Partnership sold the Residence Inn-Atlanta (Perimeter West) on October
3, 1995. The net sales price was $11,350,000  after deducting  $300,000 that was
deposited  into an  escrow  account  (the  "Shortfall  Guaranty  Account").  The
Partnership has guaranteed certain income levels to the buyer for the years from
1996 through 1998. To the extent these income levels are not attained, the buyer
will receive the  deficiency,  up to the maximum  $300,000,  from the  Shortfall
Guaranty Account. Any unused funds in the Shortfall Guaranty Account at December
31, 1998,  will be returned to the Partnership  together with interest.  Gain on
sale of $300,000 has been deferred until the contingency has been removed.

      The buyer  assumed the existing loan with a balance of  $5,922,000.  After
payment of expenses of sale, the proceeds to the Partnership  are  approximately
$5,384,000.   Of  that  amount,  $107,000,   representing  state  real  property
withholding  taxes due on the gain on sale, was paid to the State of Georgia and
recorded  as  cash  distributions  to  partners  from  sale in  these  financial
statements because such taxes are the obligation of the partners.

7.    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). [This lawsuit is related to the other proceedings described below.
Terms defined in the  description of one case may be used in the  description of
the other cases.]

      This lawsuit  relates to management of the  Partnership's  Residence Inn -
Ontario by an entity  controlled by Kenneth E. Nelson ("Nelson") from April 1988
to February 1991. As a result of several defaults by the Nelson entity under the
management  agreement,  the  Partnership  gave  notice  of  termination  of  the
management  agreement  and filed the SF Lawsuit in January 1991 seeking  damages
and declaratory and injunctive relief against Nelson and certain related parties
(collectively,  the "Nelson  Parties").  The Nelson Parties  counterclaimed  for
damages and declaratory relief.

      In March 1993, the Partnership  and the Nelson Parties  verbally agreed to
settle the SF Lawsuit at a settlement  conference (the "SF  Settlement").  Under
this settlement, the Partnership is to purchase the land (the "Land") underlying
the  Partnership's  Residence Inn - Nashville (the "Hotel")  currently leased by
the Partnership from Nashville Lodging Company ("NLC"),  an entity controlled by
Nelson.  The  Land  purchase  would  be  100%  seller-financed   pursuant  to  a
non-recourse promissory note of the Partnership in the amount of $1,700,000. The
Court retained jurisdiction to enforce the terms of the SF Settlement.

      Various  disagreements  between the Partnership  and Nelson  regarding the
meaning of several  provisions  of the SF  Settlement  arose after March 1993. A
major disagreement related to whether the SF Settlement required the Partnership
to purchase the Land subject to a certain lis pendens  filed against the Land by
Orlando  Residence  Ltd.  ("Orlando")  (see the  "Nashville  Case I" below).  In
February  1994,  the Nelson  Parties filed a motion to enforce the SF Settlement
which was granted and in June 1994,  the Court  ruled that the  Partnership  had
agreed to purchase the Land subject to the lis pendens filed by Orlando.

      Following  this ruling,  the  Partnership  has  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"). To date, these parties
have not been able to reach  agreement on all issues  relating to the Settlement
Documents. Since June 1994, numerous appearances before the Court have been made
in an effort to resolve all issues regarding the Settlement Documents, but as of
the date hereof, the Settlement Documents have not been completed or executed.

      In July 1994, the Court in the Nashville Case I,  discussed  below,  ruled
that the Hotel had been fraudulently  conveyed to NLC by 2300 in 1986 and voided
the conveyance.  Orlando may attempt to execute  judgements  against Nelson, NLC
and 2300 on the Land, which could deprive the Partnership of the benefits of the
SF Settlement.  There is also some risk that  consummation of the SF Settlement,
which would result in ownership of the Hotel and the Land being  combined in the
Partnership  while the Land may be subject to the lis  pendens  filed by Orlando
and/or other liens and  judgements  related to Nashville  Case I, may  adversely
affect the Partnership's equity interest in the Hotel.  However, the Partnership
does not believe that  consummation  of the SF  Settlement  will have a material
adverse effect on the Partnership or on its equity interest in the Hotel.


                                       25

<PAGE>




      Orlando Residence Ltd. vs. Metric Partners Growth Suite Investors, L.P. et
al.,  Chancery  Court for Davidson  County,  in Nashville,  Tennessee,  Case No.
92-3086-III ("Nashville Case I")

      2300 was the original owner of the Hotel  (including  the Land).  In 1985,
2300's  shareholders  severed their business  relationships  and 2300 executed a
promissory note (the "Note") in favor of Orlando. 2300 defaulted on the Note and
in March  1990  Orlando  obtained a  judgement  against  2300 on the Note.  2300
conveyed its interest in the Hotel (including the Land) to NLC in 1986. In April
1989, NLC sold the Hotel and leased the Land to the Partnership.

      In October  1992,  Orlando filed this lawsuit  against  Nelson and NLC and
2300, and the  Partnership,  alleging that the sale of the Hotel and the Land by
2300 to NLC in 1986 and NLC's subsequent sale of the Hotel and lease of the Land
to the  Partnership  in 1989 were  fraudulent  conveyances,  intended  to hinder
Plaintiff's  recovery of its Note  judgement  against 2300. In August 1993,  the
Court  dismissed  this action  against the  Partnership.  Orlando has previously
stated that it will appeal this judgement for the Partnership.

      The Partnership  cross-claimed  against NLC, Nelson and 2300 for indemnity
and  breach  of  representations  and  warranties  under the  purchase  and sale
agreement  between NLC and the  Partnership.  In April 1995,  the Court  awarded
judgement  to  the  Partnership  against  NLC  and  2300  for a  portion  of the
Partnership's legal fees in this case.

      In July  1994,  the Court  ruled that the sale of the Hotel by 2300 to NLC
had been a fraudulent conveyance and voided this conveyance.  In September 1994,
the Court  entered  judgement  against  Nelson,  NLC and 2300 for  approximately
$500,000.  These rulings do not directly adversely affect the equity interest of
the Partnership in the Hotel or its leasehold interest in the Land. In September
1995,  punitive damages of $850,000 against Nelson, NLC and 2300 were awarded to
Orlando.  Although the defendants  have appealed these  judgements,  they became
final on December 1, 1995.

      In January 1996,  NLC filed a petition with the U.S.  Bankruptcy  Court in
Milwaukee,  Wisconsin,  for  reorganization  under Chapter 11 of the  Bankruptcy
Code. In connection  with this filing,  the  Partnership  filed an  interpleader
action against NLC and Orlando (which had garnished payments due to NLC from the
Partnership)  and the holder (the  "Lender") of the  underlying  mortgage on the
Hotel (the "Underlying  Mortgage"),  asking the Court to determine which parties
were entitled to receive payments to be made by the Partnership to NLC under the
ground lease (the "Lease") of the Land and the promissory note (the "Wrap Note")
held by NLC which "wraps  around" the Underlying  Mortgage.  All payments due to
NLC under the Lease  and the Wrap Note from the  filing of this  action  through
February 1996 were paid into the clerk of the Bankruptcy Court.

      In February  1996,  the  Bankruptcy  Court granted  motions to dismiss the
reorganization  proceeding  filed by  Orlando  and the  Lender.  Following  this
dismissal,  in late February 1996, the parties to the interpleader  action filed
by the Partnership  stipulated,  and the Bankruptcy Court subsequently  ordered,
that all  payments  theretofore  paid  into the  clerk of the  Bankruptcy  Court
pursuant to the Wrap Note and all  payments due under such Note on March 1, 1996
and in the future,  to the extent such payments  constituted  payments due under
the  Underlying  Mortgage,  would be paid  directly to the Lender until  further
order to the  contrary by the  Bankruptcy  Court.  The parties were asked by the
Bankruptcy  Court to present their  arguments as to the  disposition of payments
due under the Lease and the portion of the Wrap Note  payments to be retained by
NLC.  These  payments due for March 1996 were paid by the  Partnership  into the
clerk of the  Bankruptcy  Court and are to continue to be so paid until  further
order to the contrary by the Bankruptcy Court. The interpleader action will have
no economic effect on the  Partnership  since the action relates only to amounts
owed by the Partnership to NLC.

      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.


                                       26

<PAGE>



      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
II").

      Orlando has filed an action  against 2300 and NLC in the  Davidson  County
Chancery Court to attempt to execute on its judgement  against  Nelson,  NLC and
2300 in Nashville Case I by subjecting  the Land to sale. In May 1995,  2300 and
NLC filed a  third-party  complaint  against  the  Partnership,  alleging it had
refused to  purchase  the Land as required  by the SF  Settlement.  2300 and NLC
claim as damages  against  the  Partnership  2300 and NLC's  costs in  defending
Nashville  Case  I and  Nashville  Case  II and  indemnification  for  any  loss
resulting from the claims of Orlando, among other claims of damage.

      In September 1995, the Court dismissed this action by Orlando against 2300
and NLC for  lack of  standing.  However,  the  Court  refused  to  dismiss  the
third-party action against the Partnership.  In February 1996, the Court granted
a motion filed by 2300 and NLC for partial  summary  judgement,  ruling that the
Partnership  had  breached  the SF  Settlement.  The  action  will  continue  to
determine damages and other issues. The Partnership does not believe it breached
the SF  Settlement  and will appeal this ruling at an  appropriate  time. In any
event,  it does not believe that any damages it might  ultimately be required to
pay in this action will have a material adverse effect on the Partnership.

      The ultimate  disposition  of these  lawsuits  cannot be predicted at this
time; however,  based solely on the facts known to it as of the date hereof, the
Partnership does not believe the lawsuits will have a material adverse effect on
the Partnership.

8.    Reconciliation to Income Tax Method of Accounting
<TABLE>
      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:
<CAPTION>
                                                                 1995            1994            1993
                                                                 ----            ----            ----
<S>                                                           <C>              <C>            <C>
Net income (loss) - financial statements...................   $3,344,000       $(947,000)     $(2,138,000)
Differences resulted from:
   Gain on sale of property................................      281,000              --               --
   Depreciation............................................      (95,000)        166,000          949,000
   Amortization of notes payable discount..................      124,000         114,000          191,000
   Interest................................................      (17,000)        (33,000)        (181,000)
   Other...................................................     (141,000)        (65,000)        (116,000)
                                                              ----------      ----------      -----------

Net income (loss) - income tax method......................   $3,496,000       $(765,000)     $(1,295,000)
                                                              ==========       =========      ===========

Taxable income (loss) per limited partnership assignee unit
 after giving effect to the allocation to the general
 partners..................................................          $53            $(17)            $(25)
                                                                     ===            ====             ====

Net assets and liabilities - financial statements..........  $25,250,000     $23,848,000      $26,630,000
Cumulative differences resulted from:
   Gain on sale of property................................      300,000              --               --
   Depreciation............................................      651,000         827,000          661,000
   Amortization of notes payable discount..................    2,211,000       2,087,000        1,973,000
   Interest................................................   (2,205,000)     (2,186,000)      (2,153,000)
   Capital account adjustment..............................    5,993,000       5,993,000        5,993,000
   Other...................................................       53,000         130,000          195,000
                                                           -------------    ------------      -----------

Net assets and liabilities - income tax method.............  $32,253,000     $30,699,000       $33,299,000
                                                             ===========     ===========       ===========
</TABLE>


                                       27

<PAGE>



9.    Subsequent Event

      Effective  January  1,  1996,  the  Partnership   executed   re-negotiated
contracts  with Marriott for the  management of six of the hotels  already under
contract  with  Mariott.   Furthermore,   in  exchange  for  such  re-negotiated
contracts,  the  Partnership  executed  new  agreements  with  Mariott  for  the
management of the  Residence  Inns located in Altamonte  Springs,  Nashville and
Ontario.  Overall,  the transaction is expected to reduce fees,  relatively,  as
well as the length of the contract terms.

                                       28

<PAGE>


<TABLE>
                                                                                                              SCHEDULE III
                                                METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,
                                                     a California Limited Partnership

                                                  REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                            December 31, 1995

COLUMN                COLUMN        COLUMN            COLUMN                 COLUMN                       COLUMN    COLUMN    COLUMN
     A                   B             C                 D                      E                             F        G         H

                                               Cost Capitalized
                                  Initial Cost    Subsequent       Gross Amount at Which
                                 to Partnership to Acquisition Carried at Close of Period(1)
                                 -------------- -------------- -----------------------------
<CAPTION>
                                                                                                            Accumu-   Date
                                                   Buildings                            Buildings            lated     of      Date
                                                     and                                   and              Deprecia-  Con-     of
                                  Encum-           Improve-   Improve-   Carrying        Improve-             tion    struc-  Acqui-
Description                      brances(5)  Land    ments     ments     Costs     Land    ments   Total(2)  (3)(4)    tion   sition
-----------                      ----------  ----    -----     -----      -----    ----    -----   --------  ------    ----   ------

                                                  (Amounts in thousands)
HOTELS:
<S>                                <C>      <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>      <C>    <C>
Residence Inn-Ontario
   Ontario, California ..........  $ 9,003  $ 3,338  $13,555  $ 1,232  $  (775)  $ 3,185  $14,165  $17,350  $ 5,052  2/86    4/29/88

Residence Inn-Columbus (East)
   Columbus, Ohio ...............    2,673      587    5,277      908     (176)      571    6,025    6,596    2,438  1986    6/17/88

Residence Inn-Fort Wayne
   Fort Wayne, Indiana ..........    2,801      595    5,541      693     (229)      573    6,027    6,600    2,334  1985    6/17/88

Residence Inn-Indianapolis
   Indianapolis, Indiana ........    3,250      996    6,128    1,143     (167)      973    7,127    8,100    2,832  1984    6/17/88

Residence Inn-Lexington                                                                                              11/85 &
   Lexington, Kentucky ..........    3,161      799    6,114      978      (92)      787    7,012    7,799    2,638  3/86(6) 6/17/88

Residence Inn-Louisville
   Louisville, Kentucky .........    3,649    1,093    6,880    1,198     (164)    1,070    7,937    9,007    3,180  1984    6/17/88

Residence Inn-Winston-Salem
   Winston-Salem,
   North Carolina ...............    3,205      669    6,341      720     (132)      657    6,941    7,598    2,773  1986    6/17/88

Residence Inn-Nashville (Airport)
   Nashville, Tennessee .........    8,703     --     11,416    2,041     (525)     --     12,932   12,932    4,255  1/85    5/26/89

Residence Inn-Altamonte Springs
 Altamonte Springs,                                                                                                  1985 &
   Florida ......................    6,224    1,594    9,862      797     (350)    1,542   10,361   11,903    3,433  1988(7) 3/16/90
                                   -------  -------  -------  -------  -------   -------  -------  -------  -------

TOTAL                              $42,669  $ 9,671  $71,114  $ 9,710  $(2,610)  $ 9,358  $78,527  $87,885  $28,935
                                   =======  =======  =======  =======  =======   =======  =======  =======  =======

</TABLE>





                             See accompanying notes.

                                       29

<PAGE>


<TABLE>
                                                                                              SCHEDULE III


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

                                     REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                 December 31, 1995

NOTES:

(1)   The aggregate cost for Federal income tax purposes is $88,103,000.
<S>                                                                                           <C>
(2)   Balance, January 1, 1993................................................................$ 93,576,000
      Capital Improvements...................................................................    1,189,000
                                                                                              ------------

      Balance, December 31, 1993..............................................................  94,765,000
      Capital Improvements...................................................................    1,448,000
                                                                                              ------------

      Balance, December 31, 1994..............................................................  96,213,000
      Cost of property and improvements sold.................................................. (10,491,000)
      Capital Improvements...................................................................    2,163,000
                                                                                              ------------

      Balance, December 31, 1995..............................................................$ 87,885,000
                                                                                              ============
(3)   Balance, January 1, 1993................................................................$ 18,998,000
      Additions charged to expense...........................................................    4,857,000
                                                                                              ------------

      Balance, December 31, 1993..............................................................  23,855,000
      Additions charged to expense............................................................   4,153,000
                                                                                              ------------

      Balance, December 31, 1994..............................................................  28,008,000
      Accumulated depreciation on property and improvements sold..............................  (2,533,000)
      Additions charged to expense...........................................................    3,460,000
                                                                                              ------------

      Balance, December 31, 1995..............................................................$ 28,935,000
                                                                                              ============
</TABLE>

(4)   Depreciation is computed on lives ranging from six to 30 years.

(5)   Encumbrances are shown net of a discount of $316,000.

(6)   Completed in stages from November 1985 to March 1986.

(7)   Construction completed in two phases.



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

      The  information  called  for by  this  item  is  incorporated  herein  by
reference to the  Registrant's  Current  Report on Form 8-K filed  September 14,
1994 (Commission File No. 0-17660).


                                       30

<PAGE>



                                    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 Metric Realty Corp.,  the managing
partner of Metric Realty,  the managing general partner of the Partnership which
also provides asset management services to the Partnership, and Metric Holdings,
Inc., the only other partner of Metric Realty.

      (a)  Directors

Robert A. Fiddaman
Director, President and Chief Executive Officer, Metric Realty Corp.

      Mr.  Fiddaman,  age 58, has served as a director  of the  general  partner
managing  Metric  Realty  since  March 1988 and was  Executive  Vice  President,
Institutional  Investments,  of such general partner from March 1988 to December
1993 when he  became  President  and Chief  Executive  Officer  of such  general
partner, i.e., Metric Realty Corp. Mr. Fiddaman was also a director of the other
partner of Metric Realty from June 1990 to December  1992.  Since February 1994,
he has been  Chairman of the Board,  President  and Chief  Executive  Officer of
Metric Income Trust Series,  Inc., a publicly-held real estate investment trust,
of  which  Metric  Realty  is the  Advisor.  He was an  officer  of Fox  Capital
Management  Corporation  ("FCMC") from 1979 to March 1993,  and, since 1985, has
been a  partner  (or  since  December  1993,  a  limited  partner  of a  limited
partnership  which is a partner)  of Fox Realty  Investors.  FCMC and Fox Realty
Investors are real estate investment  management  companies which serve directly
or  indirectly  as general  partner for 24  publicly-held  real  estate  limited
partnerships.  Mr.  Fiddaman is a licensed  real estate broker and has served as
President of the Bay Area  Mortgage  Association  and  President of the Northern
California Mortgage Bankers Association.

Ralph F. Verni
Chairman of the Board, Metric Realty Corp.; Chairman of the Board, President and
Chief Executive Officer, Metric Holdings, Inc.

      Mr. Verni,  age 53, was elected to his positions  with Metric Realty Corp.
and Metric  Holdings,  Inc. in March 1993.  He joined State Street  Research and
Management Company ("State Street Research"), a subsidiary of Metropolitan Life,
in 1992 as Chairman and Chief Executive  Officer and became President in January
1993. He also serves as Chairman of Metropolitan  Asset  Management  Company,  a
wholly-owned subsidiary of MetLife which in turn serves as a holding company for
several of Metropolitan Life's investment and financial subsidiaries.  Mr. Verni
also  serves  as  Chairman  of the Board of  Metropolitan  Securities,  Inc.,  a
wholly-owned  broker/dealer of Metropolitan Life which serves as the distributor
for mutual funds sold by Metropolitan Life representatives.  He is a director of
10  registered  investment  companies in the State Street  Research Fund complex
which are managed by State  Street  Research  or an  affiliate.  Mr.  Verni is a
member of the Board of  Directors  of the CML  Group,  Inc.,  a  publicly-traded
company.  In addition,  Mr. Verni is a member of the Advisory  Committee for the
MIT Center for Real Estate  Development  and a member of the Colgate  University
Board of  Trustees  and its Finance  Committee.  Prior to joining  State  Street
Research,  Mr. Verni was  President and Chief  Executive  Officer of New England
Investment  Companies,  a  holding  company  for  the  real  estate,  investment
management,  and broker/dealer subsidiaries of New England Mutual Life Insurance
Company ("The New  England"),  and was also the Chief  Investment  Officer and a
director of The New England.  Prior to joining The New England in 1982, Mr Verni
spent 16 years with The Equitable  Life Assurance  Company in senior  investment
management positions. He holds a Bachelor's Degree from Colgate University and a
Master's Degree in Business Administration from Columbia University.  He is also
a Chartered Financial Analyst.

                                       31

<PAGE>



Gerard P. Maus
Director, Metric Realty Corp. and Metric Holdings, Inc.

      Mr. Maus,  age 44, was elected as a director of Metric  Realty  Corp.  and
Metric  Holdings,  Inc. in March 1993. He joined State Street as Executive  Vice
President,  Chief Financial Officer and Chief Administrative Officer in February
1993.  Prior to joining State Street,  Mr. Maus served since 1983 as a financial
officer of New England and its  subsidiary,  New  England  Investment  Companies
("NEIC"),  most recently as Executive Vice President and Chief Financial Officer
of NEIC from 1990 to January 1993.  Prior to holding these  positions,  Mr. Maus
held  financial  positions  with Bank of New  England,  Coopers &  Lybrand,  and
Liberty Mutual Life Insurance Company.  He received a Bachelor of Arts Degree in
Business  Administration  from  Rutgers  University  in 1973 and is a  Certified
Public Accountant.


      (b)  Executive Officers

Margot M. Giusti
Executive  Vice  President,  Finance  and  Administration,  and Chief  Financial
Officer, Metric Realty Corp.; Executive Vice President, Chief Financial Officer,
Metric Holdings, Inc.

      Mrs.  Giusti,  43, has served as Chief  Financial  Officer of the  partner
managing  Metric  Realty  since March 1988 and as head of  Administration  since
August  1990.  She has also held the same  positions  with the other  partner of
Metric Realty since  December  1992.  From 1980 to 1988, she was employed by Fox
Realty Investors or an affiliate in various financial  positions.  She graduated
from the  University of San Francisco in 1974 with a Bachelor of Science  Degree
in Business  Administration.  From 1974 until 1979,  Mrs. Giusti was employed on
the audit staff of Deloitte  Haskins & Sells.  From 1979 until 1980, Mrs. Giusti
was controller of Wallbangers,  Inc. She is a Certified Public  Accountant and a
member  of the  American  Institute  of  Certified  Public  Accountants  and the
California Society of Certified Public Accountants.

Michael J. Hoffmann
Executive Vice President, National Acquisitions Director, Metric Realty Corp.

      In April  1994,  Michael J.  Hoffmann,  age 35,  joined  Metric  Realty as
Executive Vice President,  National Acquisitions  Director. In that capacity, he
is  responsible  for all  acquisitions  for Metric  clients,  and supervises all
acquisition  personnel.  Prior to joining Metric Realty,  Mr.  Hoffmann had been
Vice President of Acquisitions for AMB Institutional Realty Advisors since 1989.
He is also an attorney  and was engaged in the  practice of real estate law from
1984 to  1989.  He is a  member  of the  State  Bars of  California,  Texas  and
Wisconsin.  Mr.  Hoffmann  received a Bachelor  of Arts in 1982,  and a Master's
Degree in Real Estate  Appraisal  and  Investment  Analysis  and a Doctorate  of
Jurisprudence in 1985, from the University of Wisconsin.

Herman H. Howerton  
Executive Vice President, General Counsel and Secretary, Metric Realty Corp. and
Metric Holdings, Inc.

      Mr.  Howerton,  age 52,  has served as General  Counsel  with the  partner
managing Metric Realty since 1988. He has held the same positions with the other
partner of Metric  Realty since  December  1993 and has been  Secretary of these
corporations  since March 1993.  From 1984 to 1988,  he was  employed by 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 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  and a licensed  California  real  estate
broker.


                                       32

<PAGE>



James S. Keagy
Executive Vice President, Director of Investment Services, Metric Realty Corp.

      Mr. Keagy,  age 36, joined Metric Realty in July, 1995 and is in charge of
all  investment  services  for Metric  Realty,  including  marketing  investment
programs and advisory  services to pension plans and other tax-exempt  entities.
Prior to joining Metric Realty, Mr. Keagy had been a senior executive of Aldrich
Eastman  Waltch  ("AEW"),  a real estate  investment  advisor,  since 1989.  His
responsibilities  at AEW  included  business and product  development  and asset
management.  From  1982 to 1989,  he  worked in the real  estate  department  of
Thomson McKinnon  Securities in New York,  serving as the Associate  Director of
the department from 1985 to 1989. His responsibilities  included raising capital
for real  estate  investments,  acquisitions  and asset  management.  Mr.  Keagy
received a Bachelor of Science  Degree from Yale  College in 1980 and a Master's
Degree  in  Business  Administration-Marketing  and  Real  Estate  from  Harvard
University in 1982.

Ronald E. Zuzack
Executive Vice President, Director of Portfolio Services, Metric Realty Corp.

      Mr.  Zuzack,  age 52,  has been in charge of  Portfolio  Services  for the
partner  managing  Metric  Realty  since March 1988.  From 1981 to 1988,  he was
employed by FCMC in various  asset  management  positions.  Prior to 1981 he was
employed by Union Bank as Vice President/Manager Real Estate, Sacramento Region,
and acted as Vice President,  Development and Property Management while employed
by Inter-Cal Real Estate Corporation. He received his Bachelor of Science Degree
and Master's Degree in Business  Administration from the University of Missouri.
Mr.  Zuzack  also  attended  the  School of  Mortgage  Banking  at  Northwestern
University.

Item 11.  Executive Compensation.

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


                                       33

<PAGE>



Item 13.  Certain Relationships and Related Transactions.

      None;  except that the  Partnership in 1995 paid and in 1996 will pay fees
and  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 Metric Realty or an
affiliate.


                                     PART IV

Item 14.  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 other than the Form 8-K Report filed
      on October 3, 1995, reporting the disposition of an asset. On February 27,
      1996,  the  Form  8-K  was  subsequently  amended  to  include  additional
      information  concerning  the  disposition  of the  Residence Inn - Atlanta
      (Perimeter West).

(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.

      10.1  Lease between  Nashville  Lodging Company and the Partnership  dated
            April 24,  1989,  as amended by Amendment to Lease dated as of April
            15, 1990.

(d)   Financial Statement Schedules, if required by Regulation S-K, are included
      in Item 8.

                                       34

<PAGE>



                                   SIGNATURES

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

                                   REGISTRANT

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

                                   By: Metric Realty,
                                       an Illinois general partnership,
                                       its Managing General Partner

                                                   By:  Metric Realty Corp.,
                                                        a Delaware corporation,
                                                        its managing partner


                                                   By:  /s/ Robert A. Fiddaman
                                                       -----------------------
                                                       Robert A. Fiddaman
                                                       President and
                                                       Chief Executive Officer,
                                                       Metric Realty Corp.

                                                   Date: March 25, 1996
                                                         --------------------

      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/ Robert A. Fiddaman                   By: /s/ Ralph F. Verni
    ----------------------                       ------------------
   Robert A. Fiddaman                            Ralph F. Verni
   Director, President and Chief Executive       Chairman of the Board, 
   Officer, Metric Realty Corp.                  Metric Realty Corp; 
                                                 Chairman of the Board,
                                                 President and Chief 
                                                 Executive Officer,
                                                 Metric Holdings, Inc.



By: /s/ Margot M. Giusti                      By:  /s/ Gerard P. Maus
    --------------------                           ------------------
    Margot M. Giusti                               Gerard P. Maus
    Principal Financial and Accounting Officer     Director, Metric Realty Corp.
    of Metric Realty; Executive Vice President,    and Metric Holdings, Inc.
    Finance and Administration, and Chief
    Financial Officer, Metric Realty Corp.;
    Executive Vice President, Chief Financial
    Officer, Metric Holdings, Inc.




Date: March 25, 1996
      --------------
                                       35