SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant of Section 13 or 15(d) of the Securities Exchange Act of 1934

September 1627, 2002

Date of Report (date of earliest event reported)

METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.

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

(Exact name of registrant as specified in its charter)


California	0-17660	94-3050708

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One California Street, Suite 1400, San Francisco, California 94111

(Address of principal executive offices)

(415) 678-2000

(Registrant’s telephone number, including area code)

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Item 5. Other Events Item 7. Financial Statements, Proforma Financial Information and Exhibits Exhibit 20.12

Item 5. Other Events

On September 1023, 2002, Metric ~~Partners~~ Growth Suite Investors, L.P., a ~~California~~ California Limited Partnership (the “Partnership”), ~~became~~received ~~aware~~a ~~that~~proposal onfrom Kenneth E. ~~September 3,~~Nelson ~~2002,~~pursuant ~~Peachtree~~to ~~Partners~~which ~~(Ira~~Mr. Nelson ~~Gaines/Barry~~offered ~~Zemel)~~to ~~(“Peachtree Partners”)~~present ~~made~~a antender offer tofor ~~purchase~~a majority of the Limited Partnership Assignee Units (the “Units”) of the Partnership at ~~a price of~~ $~~29.00~~60 per Unit ~~for~~in upcash toif acertain ~~total~~conditions ~~of 4.9%~~were ofmet, ~~the total Units outstanding (including the number of Units already~~a ~~owned~~modification byfrom ~~Peachtree Partners)~~Mr. Nelson’s Asearlier ~~required~~proposal. byBy ~~Rule 14e-2~~letter asdated ~~promulgated under~~September 27, 2002, the ~~Securities~~Managing ~~Exchange~~General ~~Act of 1934~~Partner, ason ~~amended,~~behalf of the Partnership, byresponded ~~letter~~to Mr. Nelson’s proposal. By letter dated, September 1627, 2002 ~~advised~~and ~~the~~in ~~holders~~light of ~~Units that~~ the ~~Partnership is~~ ~~not~~pending ~~making~~tender aoffer ~~recommendation~~by ~~and~~Peachtree isPartners, ~~expressing~~the noPartnership ~~opinion~~advised ~~and~~the ~~is remaining~~holders ~~neutral~~of ~~with~~the ~~respect~~Units as to Mr. Nelson’s proposal and the ~~offer~~response of ~~Peachtree~~the ~~Partners~~Partnership. A copy of the letter to the holders of Units is attached as Exhibit 20.12 to this Current Report on Form 8-K and is incorporated herein by this reference.

Item 7. Financial Statements, Proforma Financial Information and Exhibits

Exhibit No.		Exhibit
20.1		Letter to holders of Units of Metric Partners Growth Suite Investors, L.P. dated September 16, 2002 relating to offer made by Peachtree Partners.
20.2		Letter to holders of Units of Metric Partners Growth Suite Investors, L.P. dated September 27, 2002.

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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.

DATE: September 16, 2002	METRIC PARTNERS GROWTH SUITE INVESTORS, L.P., a California Limited Partnership
DATE:	September 27, 2002	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, an Illinois general partnership, Its Managing General Partner
		~~By:~~	~~SSR Realty Advisors, Inc., a Delaware corporation, Its Managing Partner~~By:	SSR Realty Advisors, Inc., a Delaware corporation, Its Managing Partner
		~~/s/ Herman H. Howerton~~	/s/ Herman H. Howerton
		~~Managing Director, General Counsel of SSR Realty Advisors, Inc.~~	Managing Director, General Counsel of SSR Realty Advisors, Inc.

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