~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~WASHINGTON, ~~STATES SECURITIES~~DC ~~AND EXCHANGE COMMISSION~~20549

~~WASHINGTON,~~FORM ~~DC 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~CURRENT~~Date ~~REPORT~~of ~~PURSUANT TO~~report ~~SECTION 13 OR 15~~(D)Date OFof ~~THE SECURITIES~~earliest ~~EXCHANGE~~event ~~ACT~~reported): OFJanuary 31, ~~1934~~2005

~~Date~~METRIC ofPARTNERS ~~report~~GROWTH ~~(Date~~SUITE ~~of earliest~~INVESTORS, ~~event reported): December 3~~L.P., ~~2004~~a California Limited Partnership

~~METRIC~~(Exact ~~PARTNERS~~Name ~~GROWTH~~of ~~SUITE~~Registrant ~~INVESTORS,~~as ~~L.P.,~~Specified ain ~~California~~Its ~~Limited Partnership~~ Charter)

~~(Exact Name of Registrant as Specified in Its Charter)~~California

~~California~~(State or Other Jurisdiction of Incorporation or Organization)

(State or Other Jurisdiction of Incorporation or Organization)


0-17660		94-3050708

(Commission File Number)		(IRS Employer Identification No.)

One California Street, San Francisco, California		94111-5415

(Address of Principal Executive Offices)		(Zip Code)

0-17660		94-3050708
(Commission File Number)		(IRS Employer Identification No.)
One California Street, San Francisco, California		94111-5415
(Address of Principal Executive Offices)		(Zip Code)

(415) 678-2000
(800) 347-6707 in all states

(~~415)678-2000 (800)347-6707~~Registrant’s inTelephone ~~all~~Number, ~~states~~ Including Area Code)

(~~Registrant’s~~Former ~~Telephone~~Name ~~Number~~or Former Address, ~~Including~~if ~~Area~~Changed ~~Code~~Since Last Report)

~~(Former~~ Check ~~Name~~the orappropriate ~~Former~~box ~~Address,~~below if ~~Changed~~the ~~Since~~Form ~~Last~~8-K ~~Report~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Check~~o ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously satisfy~~Rule 425 ~~the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Securities ~~provisions~~Act (~~see~~17 ~~General Instruction~~CFR A230.~~2. below~~425):

o ~~Written~~Soliciting ~~communications~~material pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

o ~~Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b))

o Pre-commencement communications pursuant to Rule ~~14d~~13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

oItem ~~Pre-commencement~~5.01. ~~communications~~Change ~~pursuant~~in toControl ~~Rule 13e-4(c)~~of ~~under the Exchange Act (17 CFR 240~~Registrant.~~13e-4(c))~~

~~TABLE~~ The OFManaging ~~CONTENTS~~General Partner of the Registrant is Metric Realty, an Illinois general partnership. As of January 31, 2005, the partners of Metric Realty were SSR Realty Advisors, Inc. (“SSRRA”), which was managing partner, and Metric Property Management, Inc., a wholly-owned subsidiary of SSRRA. On January 31, 2005, BlackRock, Inc. completed the acquisition of SSRM Holdings, Inc. (“SSRM”) from MetLife, Inc. SSRM is the sole stockholder of SSRRA. Consideration paid for all the stock of SSRM, which owns assets other than SSRRA, was approximately $285 million in cash and 550,000 shares of class A common stock of BlackRock, Inc. SSRRA was renamed BlackRock Realty Advisors, Inc. on January 31, 2005, and it and Metric Property Management, Inc. continue to be the only partners of Metric Realty. A change in control of the Registrant may be deemed to have occurred as a result of the change in control involving a parent of the partners of the Managing General Partner of the Registrant.

	Item 8.01. Other Events.
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT 99.1

On January 28, 2005, BlackRock, Inc. issued a bridge promissory note for $150 million to Morgan Stanley Senior Funding, Inc., the proceeds of which were used to facilitate, in part, the funding of the acquisition of SSRM by BlackRock, Inc. The additional approximately $135 million in funding came from cash on hand.

~~Table~~ Because the Registrant is a limited partnership, it does not have a Board of ~~Contents~~Directors. Similarly, because the management of the Registrant is performed by Metric Realty, its Managing General Partner, the Registrant itself does not have executive officers. Therefore, the information required by Item 403(c) of Regulation S-K is not applicable to the Registrant.

~~Item 8.01. Other Events.~~SIGNATURES

As Pursuant ~~previously~~to ~~reported~~the onrequirements ~~Form 8-K with date~~ of ~~earliest~~the ~~event~~Securities ~~reported~~Exchange Act of ~~November 15~~1934, ~~2004, Metric Partners Growth Suite Investors, L.P., a California Limited Partnership (“Registrant”), entered into an Agreement of Settlement and Mutual Release (~~the ~~“Settlement Agreement”) among~~ Registrant, ~~Kenneth~~has ~~E. Nelson (“Nelson”), Susan B. Nelson, Nashville Lodging Company (“NLC”), 2300~~duly ~~Elm~~caused ~~Hill~~this ~~Pike,~~report ~~Inc. (“Elm Hill”), Nashville Residence Corporation (“NRC”) and GP Credit Co., LLC (“GP Credit”) (collectively, the “Nelson Parties”). The Settlement Agreement related~~ to ~~(a) a lawsuit~~be ~~filed~~signed byon ~~certain~~its ofbehalf ~~the Nelson Parties against Registrant (the “Tennessee Case”), and (b) other lawsuits filed~~ by ~~certain of~~ the ~~parties~~undersigned tohereunto ~~the~~duly ~~Settlement Agreement against other parties thereto (the “Other Litigation”)~~authorized. ~~The Settlement Agreement was subject to certain conditions as~~ ~~reported in such previously filed Form 8-K. This Current Report on Form 8-K is being filed to~~ ~~report that those conditions have now been satisfied. As a result of the satisfaction of those~~ ~~conditions:~~

1.METRIC ~~The~~PARTNERS ~~appeal~~GROWTH ~~application~~SUITE ~~in the Tennessee Case will be dismissed~~INVESTORS, ~~thereby allowing~~L.P., ~~the~~a ~~judgment~~California inLimited ~~the Tennessee Case to become final.~~Partnership

2.By: ~~The~~Metric ~~appropriate~~Realty ~~Nelson~~an ~~Parties~~Illinois ~~will~~general ~~dismiss,~~partnership ~~with~~its ~~prejudice,~~Managing ~~all~~General ~~claims asserted in the Other Litigation.~~ Partner

3.By: ~~The~~/s/ ~~Nelson~~William ~~Parties~~A. ~~have~~Finelli ~~released~~William ~~and~~A. ~~discharged Registrant and the defendants in the Other Litigation and various persons and entities related to Registrant from any and all causes of action and claims of any nature~~Finelli, ~~whether~~Chief ~~known~~Financial ~~or unknown by the claimant, arising from the beginning of time to the execution of the Settlement Agreement.~~ Officer

4.Date: ~~Registrant~~February ~~has released and discharged the Nelson Parties and various persons and entities related to the Nelson Parties from any and all causes of action and claims of any nature~~4, ~~whether known or unknown by the claimant, arising from the beginning of time to the execution of the Settlement Agreement.~~ 2005

~~On December 7, 2004, Registrant issued a press release indicating that the above~~-~~described~~2- conditions have been satisfied and the effect thereof. A copy of the press release is attached hereto as Exhibit 99.1. The press release (a) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section and (b) shall not be incorporated by reference into any registration statement or other document filed with the Commission.

Item 9.01 Financial Statements and Exhibits

99.1 Press release dated December 7, 2004

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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

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

By:		/s/ William A. Finelli
		William A. Finelli Chief Financial Officer
Date:		December 7, 2004

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