As filed with the Securities and Exchange Commission on October 17, 1997
                             Registration No. 333-
-------------------------------------------------------------------------------


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

              Maryland                                 13-3910684
   (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                    Identification No.)
  
                                605 Third Avenue
                            New York, New York 10016
                                 (212) 655-0220
--------------------------------------------------------------------------------
          (Address and telephone number of principal executive offices)


            Metropolis Realty Trust, Inc. 1996 Directors' Stock Plan
                            (Full title of the plan)


                                 Mr. John Klopp
                                c/o Capital Trust
                                605 Third Avenue
                            New York, New York 10016
                  ----------------------------------------
                  (Name and address of agent for service)

                                 (212) 655-0220
                  ----------------------------------------
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

 ===============================================================================================================
                                                                                  Proposed
                                                                  Proposed         maximum
                                                                  maximum         aggregate         Amount of
                                               Amount to be       offering         offering        registration
      Title of securities to be registered      registered        price(1)         price(1)            fee


---------------------------------------------------------------------------------------------------------------
<S>                                               <C>              <C>            <C>                <C>    
Common Stock, par value $10.00 per share          100,000          $25.00         $2,500,000         $757.58
===============================================================================================================
</TABLE>

(1)  The exercise price of the initial grants of stock options under the plan is
     $25.00. The exercise price of subsequent stock option grants under the plan
     will be the fair market value per share of the shares  covered by the stock
     option at the time that the stock option is granted,  as  determined by the
     administrator, which prices are not presently determinable.

                                       -1-

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

     The documents  containing  the  information  specified in this Item will be
sent or given to individuals  who have been awarded  options or shares of Common
Stock under the Metropolis  Realty Trust,  Inc. 1996 Directors'  Stock Plan (the
"Plan"),  and are not being  filed  with,  or  included  in,  this  Registration
Statement on Form S-8 (the  "Registration  Statement")  in  accordance  with the
rules  and   regulations  of  the  Securities  and  Exchange   Commission   (the
"Commission").

Item 2.  Registrant Information and Employee Plan Annual Information

     The documents  containing  the  information  specified in this Item will be
sent or given,  without charge,  to individuals who have been awarded options or
shares of Common Stock under the Plan and are not being filed with,  or included
in, this Registration  Statement in accordance with the rules and regulations of
the Commission.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following  documents  filed with the  Commission  by Metropolis  Realty
Trust,  Inc. (the  "Company" or the  "Registrant")  are  incorporated  herein by
reference:

     (1)  The  description  of the Common Stock  contained  in the  Registrant's
          Registration  Statement  on  Form  10,  as  amended,  filed  with  the
          Commission  on  December 9, 1996 and  amended on  December  20,  1996,
          January 23,  1997,  February  6, 1997 and March 17,  1997  pursuant to
          Section 12(g) of the Securities  Exchange Act of 1934, as amended (the
          "Exchange Act"), and any amendment or report filed with the Commission
          for purposes of updating such description.

     (2)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996.

     (3)  The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1997.

     (4)  The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          June 30, 1997.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 or 15(d) of the  Exchange  Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
pursuant to this Registration  Statement have been sold or which deregisters all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents. Any statement contained herein or in

                                       -2-

<PAGE>



a document  incorporated or deemed to be incorporated by reference  herein shall
be deemed  to be  modified  or  superseded  for  purposes  of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently   filed  document  that  also  is  incorporated  or  deemed  to  be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

     Not Applicable.

Item 5.  Interest of Named Experts and Counsel

     Not Applicable.

Item 6.  Indemnification of Directors and Officers

     The  Maryland   General   Corporation  Law  ("MGCL")   permits  a  Maryland
corporation to include in its charter a provision  limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or
profit in money,  property or services or (b) active and  deliberate  dishonesty
established by a final  judgment as being  material to the cause of action.  The
charter of the Company contains such a provision which eliminates such liability
to the maximum extent permitted by the MGCL.

     The charter of the Company  authorizes it, to the maximum extent  permitted
by  Maryland  law,  to  obligate  itself to  indemnify  and to pay or  reimburse
reasonable  expenses in advance of final  disposition of a proceeding to (a) any
present  or former  director  or  officer  or (b) any  individual  who,  while a
director of the Company and at the request of the Company,  serves or has served
another corporation,  real estate investment trust, partnership,  joint venture,
trust,  employee  benefit plan or any other  enterprise as a director,  officer,
partner  or  trustee  of  such   corporation,   real  estate  investment  trust,
partnership,  joint venture,  trust,  employee  benefit plan or other enterprise
from and against any claim or liability to which such person may become  subject
or which  such  person  may incur by reason of his or her status as a present or
former  director or officer of the Company.  The Bylaws of the Company  obligate
it, to the maximum extent  permitted by Maryland law, to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any  present  or  former  director  or  officer  who is made a party  to the
proceeding by reason of his service in that capacity or (b) any individual  who,
while a director of the Company and at the request of the Company, serves or has
served another  corporation,  real estate investment trust,  partnership,  joint
venture,  trust,  employee  benefit plan or any other  enterprise as a director,
officer,  partner or trustee of such corporation,  real estate investment trust,
partnership, joint venture, trust, employee benefit plan or other enterprise and
who is made a party to the proceeding by reason of his service in that capacity.
The charter and Bylaws also permit the Company to indemnify and advance expenses
to any person who served a predecessor  of the Company in any of the  capacities
described  above and to any employee or agent of the Company or a predecessor of
the Company.

     The MGCL requires a  corporation  (unless its charter  provides  otherwise,
which the Company's charter does not) to indemnify a director or officer who has
been successful, on the merits or otherwise, in the defense of any proceeding to
which he is made a party by reason of his  service  in that  capacity.  The MGCL
permits a  corporation  to  indemnify  its  present  and  former  directors  and
officers,  among others, against judgments,  penalties,  fines,  settlements and
reasonable expenses actually incurred by them in

                                       -3-

<PAGE>



connection  with any  proceeding  to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a) the
act or omission of the  director  of officer was  material to the matter  giving
rise to the proceeding and (i) was committed in bad faith or (ii) was the result
of active and  deliberate  dishonesty,  (b) the  director  or  officer  actually
received an improper  personal benefit in money,  property or services or (c) in
the case of any  criminal  proceeding,  the  director or officer had  reasonable
cause to believe that the act or omission was unlawful. However, under the MGCL,
a Maryland corporation may not indemnify for an adverse judgment in a suit by or
in the right of the corporation or for a judgment of liability on the basis that
personal benefit was improperly  received,  unless in either case a court orders
indemnification  and then only for  expenses.  In  addition,  the MGCL permits a
corporation  to advance  reasonable  expenses to a director or officer  upon the
corporation's receipt of (a) a written affirmation by the director or officer of
his good faith  belief  that he has met the  standard of conduct  necessary  for
indemnification  by the corporation  and (b) a written  undertaking by or on his
behalf to repay the amount paid or  reimbursed  by the  corporation  if it shall
ultimately be determined that the standard of conduct was not met.

     The Company has entered into  indemnification  agreements  with its initial
officers and directors.  The  indemnification  agreements  require,  among other
things,  that the Company  indemnify  its officers and  directors to the fullest
extent permitted by law and advance to the executive  officers and directors all
related expenses, subject to reimbursement if it is subsequently determined that
indemnification is not permitted.  Under these agreements, the Company must also
indemnify and advance all expenses incurred by officers and directors seeking to
enforce their rights under the indemnification agreements and may cover officers
and directors under the Company's  directors' and officers' liability insurance.
Although the  indemnification  agreements offer  substantially the same scope of
coverage  afforded by law,  they provide  greater  assurance  to  directors  and
officers that  indemnification will be available,  because, as a contract,  they
cannot be modified  unilaterally  in the future by the board of directors of the
Company or the stockholders to eliminate the rights they provide.

Item 7.  Exemption from Registration Claimed

     Not Applicable.

Item 8.  Exhibits

          5.1  Opinion  of  Ballard  Spahr  Andrews &  Ingersoll  regarding  the
               legality of securities being registered.

          23.1 Consent of Deloitte & Touche LLP.

          23.2 Consent of Ballard  Spahr  Andrews & Ingersoll  (contained in its
               opinion filed as Exhibit 5.1 hereto).

          24   Power of Attorney (contained in the signature pages hereto).



                                       -4-

<PAGE>



Item 9.  Undertakings

     The Company hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective amendment to this Registration Statement:

          (i) To include any  material  information  with respect to the plan of
     distribution not previously disclosed in the Registration  Statement or any
     material change to such information in the Registration Statement.

          (ii) That for the  purpose  of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein, and the offering of such securities at the time shall be deemed to
     be the initial bona fide offering thereof.

          (iii)  To  remove  from  registration  by  means  of a  post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

     2. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section  15(d) of the Exchange Act that is  incorporated  by reference in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     3. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is,  therefore,  unenforceable.  In the event that a claim or
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person in the successful defense of any action, suit or proceedings) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities being  registered,  the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       -5-

<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on September 30, 1997.

                                        METROPOLIS REALTY TRUST, INC.



                                        By:  /s/ Lee S. Neibart
                                           -----------------------------
                                                 Lee S. Neibart
                                                 President


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and   appoints   Lee  S.   Neibart  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his  name,  place and  stead,  in any and all  capacities  (until
revoked in writing),  to sign any and all amendments  (including  post-effective
amendments)  to this  Registration  Statement and to cause the same to be filed,
with all exhibits thereto and other documents in connection therewith,  with the
Securities and Exchange  Commission,  hereby granting to said  attorneys-in-fact
and agents,  and each of his  substitutes,  full power and  authority  to do and
perform  each and every act and thing  whatsoever  requisite  or desirable to be
done, as fully to all intents and purposes as the undersigned  might or could do
in  person,  hereby  ratifying  and  confirming  all acts and  things  that said
attorneys-in-fact  and  agents,  or  either  of them,  or their  substitutes  or
substitute may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on September 30, 1997.

<TABLE>
<CAPTION>

Signature                             Title                            Date

<S>                                   <C>                              <C>
/s/ William L. Mack
---------------------------------     Chairman of the Board            September 30, 1997
       William L. Mack                and a  Director

/s/ Lee S. Neibart
---------------------------------     President and a Director         September 30, 1997
       Lee S. Neibart

/s/ Stuart Koenig
---------------------------------     Vice President, Treasurer and    September 30, 1997
       Stuart Koenig                  Principal Financial Officer
</TABLE>



                                       -6-

<PAGE>
<TABLE>
<CAPTION>

Signature                             Title                            Date

<S>                                   <C>                              <C>

/s/ W. Edward Scheetz
---------------------------------     Vice President and Director      September 30, 1997
       W. Edward Scheetz

/s/ John R. Klopp
---------------------------------     Vice President and Director      September 30, 1997
       John R. Klopp

/s/ Bruce H. Spector
---------------------------------     Director                         September 30, 1997
       Bruce H. Spector

/s/ Russel S. Bernard
---------------------------------     Director                         September 30, 1997
       Russel S. Bernard

/s/ Ralph F. Rosenberg
---------------------------------     Director                         September 30, 1997
       Ralph F. Rosenberg

/s/ David A. Strumwasser
---------------------------------     Director                         September 30, 1997
       David A. Strumwasser

/s/ David Roberts
---------------------------------     Director                         September 30, 1997
       David Roberts

</TABLE>



                                       -7-

<PAGE>



                                  EXHIBIT INDEX

Exhibit Number           Description
--------------           -----------

     5.1                 Opinion of Ballard Spahr Andrews & Ingersoll  regarding
                         the legality of securities being registered.

     23.1                Consent of Deloitte & Touche LLP

     23.2                Consent of Ballard Spahr Andrews & Ingersoll (contained
                         in its opinion filed as Exhibit 5.1 hereto).

     24                  Power of Attorney  (contained  in the  signature  pages
                         hereto).



                                       -8-

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20831}]
{"company-data": {"conformed-name": "METROPOLIS REALTY TRUST INC", "cik": "0001028198", "assigned-sic": "6798", "irs-number": "133910684", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38197", "film-number": "97697656"}, "business-address": {"street1": "C/O VICTOR CAPITAL GROUP", "street2": "885 THIRD AVENUE SUITE 1240", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2125935400"}, "mail-address": {"street1": "C/O VICTOR CAPITAL GROUP", "street2": "885 THIRD AVENUE SUITE 1240", "city": "NEW YORK", "state": "NY", "zip": "10022"}}
As filed with the Securities and Exchange Commission on October 17, 1997
                             Registration No. 333-
-------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

              Maryland                                 13-3910684
   (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                    Identification No.)
  
                                605 Third Avenue
                            New York, New York 10016
                                 (212) 655-0220
--------------------------------------------------------------------------------
          (Address and telephone number of principal executive offices)

            Metropolis Realty Trust, Inc. 1996 Directors' Stock Plan
                            (Full title of the plan)

                                 Mr. John Klopp
                                c/o Capital Trust
                                605 Third Avenue
                            New York, New York 10016
                  ----------------------------------------
                  (Name and address of agent for service)

                                 (212) 655-0220
                  ----------------------------------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

 ===============================================================================================================
                                                                                  Proposed
                                                                  Proposed         maximum
                                                                  maximum         aggregate         Amount of
                                               Amount to be       offering         offering        registration
      Title of securities to be registered      registered        price(1)         price(1)            fee

---------------------------------------------------------------------------------------------------------------
Common Stock, par value $10.00 per share          100,000          $25.00         $2,500,000         $757.58
===============================================================================================================
(1)  The exercise price of the initial grants of stock options under the plan is
     $25.00. The exercise price of subsequent stock option grants under the plan
     will be the fair market value per share of the shares  covered by the stock
     option at the time that the stock option is granted,  as  determined by the
     administrator, which prices are not presently determinable.

                                       -1-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

     The documents  containing  the  information  specified in this Item will be
sent or given to individuals  who have been awarded  options or shares of Common
Stock under the Metropolis  Realty Trust,  Inc. 1996 Directors'  Stock Plan (the
"Plan"),  and are not being  filed  with,  or  included  in,  this  Registration
Statement on Form S-8 (the  "Registration  Statement")  in  accordance  with the
rules  and   regulations  of  the  Securities  and  Exchange   Commission   (the
"Commission").

Item 2.  Registrant Information and Employee Plan Annual Information

     The documents  containing  the  information  specified in this Item will be
sent or given,  without charge,  to individuals who have been awarded options or
shares of Common Stock under the Plan and are not being filed with,  or included
in, this Registration  Statement in accordance with the rules and regulations of
the Commission.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following  documents  filed with the  Commission  by Metropolis  Realty
Trust,  Inc. (the  "Company" or the  "Registrant")  are  incorporated  herein by
reference:

     (1)  The  description  of the Common Stock  contained  in the  Registrant's
          Registration  Statement  on  Form  10,  as  amended,  filed  with  the
          Commission  on  December 9, 1996 and  amended on  December  20,  1996,
          January 23,  1997,  February  6, 1997 and March 17,  1997  pursuant to
          Section 12(g) of the Securities  Exchange Act of 1934, as amended (the
          "Exchange Act"), and any amendment or report filed with the Commission
          for purposes of updating such description.

     (2)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996.

     (3)  The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1997.

     (4)  The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          June 30, 1997.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 or 15(d) of the  Exchange  Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
pursuant to this Registration  Statement have been sold or which deregisters all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents. Any statement contained herein or in

                                       -2-
a document  incorporated or deemed to be incorporated by reference  herein shall
be deemed  to be  modified  or  superseded  for  purposes  of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently   filed  document  that  also  is  incorporated  or  deemed  to  be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

     Not Applicable.

Item 5.  Interest of Named Experts and Counsel

     Not Applicable.

Item 6.  Indemnification of Directors and Officers

     The  Maryland   General   Corporation  Law  ("MGCL")   permits  a  Maryland
corporation to include in its charter a provision  limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or
profit in money,  property or services or (b) active and  deliberate  dishonesty
established by a final  judgment as being  material to the cause of action.  The
charter of the Company contains such a provision which eliminates such liability
to the maximum extent permitted by the MGCL.

     The charter of the Company  authorizes it, to the maximum extent  permitted
by  Maryland  law,  to  obligate  itself to  indemnify  and to pay or  reimburse
reasonable  expenses in advance of final  disposition of a proceeding to (a) any
present  or former  director  or  officer  or (b) any  individual  who,  while a
director of the Company and at the request of the Company,  serves or has served
another corporation,  real estate investment trust, partnership,  joint venture,
trust,  employee  benefit plan or any other  enterprise as a director,  officer,
partner  or  trustee  of  such   corporation,   real  estate  investment  trust,
partnership,  joint venture,  trust,  employee  benefit plan or other enterprise
from and against any claim or liability to which such person may become  subject
or which  such  person  may incur by reason of his or her status as a present or
former  director or officer of the Company.  The Bylaws of the Company  obligate
it, to the maximum extent  permitted by Maryland law, to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any  present  or  former  director  or  officer  who is made a party  to the
proceeding by reason of his service in that capacity or (b) any individual  who,
while a director of the Company and at the request of the Company, serves or has
served another  corporation,  real estate investment trust,  partnership,  joint
venture,  trust,  employee  benefit plan or any other  enterprise as a director,
officer,  partner or trustee of such corporation,  real estate investment trust,
partnership, joint venture, trust, employee benefit plan or other enterprise and
who is made a party to the proceeding by reason of his service in that capacity.
The charter and Bylaws also permit the Company to indemnify and advance expenses
to any person who served a predecessor  of the Company in any of the  capacities
described  above and to any employee or agent of the Company or a predecessor of
the Company.

     The MGCL requires a  corporation  (unless its charter  provides  otherwise,
which the Company's charter does not) to indemnify a director or officer who has
been successful, on the merits or otherwise, in the defense of any proceeding to
which he is made a party by reason of his  service  in that  capacity.  The MGCL
permits a  corporation  to  indemnify  its  present  and  former  directors  and
officers,  among others, against judgments,  penalties,  fines,  settlements and
reasonable expenses actually incurred by them in

                                       -3-
connection  with any  proceeding  to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a) the
act or omission of the  director  of officer was  material to the matter  giving
rise to the proceeding and (i) was committed in bad faith or (ii) was the result
of active and  deliberate  dishonesty,  (b) the  director  or  officer  actually
received an improper  personal benefit in money,  property or services or (c) in
the case of any  criminal  proceeding,  the  director or officer had  reasonable
cause to believe that the act or omission was unlawful. However, under the MGCL,
a Maryland corporation may not indemnify for an adverse judgment in a suit by or
in the right of the corporation or for a judgment of liability on the basis that
personal benefit was improperly  received,  unless in either case a court orders
indemnification  and then only for  expenses.  In  addition,  the MGCL permits a
corporation  to advance  reasonable  expenses to a director or officer  upon the
corporation's receipt of (a) a written affirmation by the director or officer of
his good faith  belief  that he has met the  standard of conduct  necessary  for
indemnification  by the corporation  and (b) a written  undertaking by or on his
behalf to repay the amount paid or  reimbursed  by the  corporation  if it shall
ultimately be determined that the standard of conduct was not met.

     The Company has entered into  indemnification  agreements  with its initial
officers and directors.  The  indemnification  agreements  require,  among other
things,  that the Company  indemnify  its officers and  directors to the fullest
extent permitted by law and advance to the executive  officers and directors all
related expenses, subject to reimbursement if it is subsequently determined that
indemnification is not permitted.  Under these agreements, the Company must also
indemnify and advance all expenses incurred by officers and directors seeking to
enforce their rights under the indemnification agreements and may cover officers
and directors under the Company's  directors' and officers' liability insurance.
Although the  indemnification  agreements offer  substantially the same scope of
coverage  afforded by law,  they provide  greater  assurance  to  directors  and
officers that  indemnification will be available,  because, as a contract,  they
cannot be modified  unilaterally  in the future by the board of directors of the
Company or the stockholders to eliminate the rights they provide.

Item 7.  Exemption from Registration Claimed

     Not Applicable.

Item 8.  Exhibits

          5.1  Opinion  of  Ballard  Spahr  Andrews &  Ingersoll  regarding  the
               legality of securities being registered.

          23.1 Consent of Deloitte & Touche LLP.

          23.2 Consent of Ballard  Spahr  Andrews & Ingersoll  (contained in its
               opinion filed as Exhibit 5.1 hereto).

          24   Power of Attorney (contained in the signature pages hereto).

                                       -4-
Item 9.  Undertakings

     The Company hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective amendment to this Registration Statement:

          (i) To include any  material  information  with respect to the plan of
     distribution not previously disclosed in the Registration  Statement or any
     material change to such information in the Registration Statement.

          (ii) That for the  purpose  of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein, and the offering of such securities at the time shall be deemed to
     be the initial bona fide offering thereof.

          (iii)  To  remove  from  registration  by  means  of a  post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

     2. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section  15(d) of the Exchange Act that is  incorporated  by reference in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     3. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is,  therefore,  unenforceable.  In the event that a claim or
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person in the successful defense of any action, suit or proceedings) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities being  registered,  the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       -5-
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on September 30, 1997.

                                        METROPOLIS REALTY TRUST, INC.

                                        By:  /s/ Lee S. Neibart
                                           -----------------------------
                                                 Lee S. Neibart
                                                 President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and   appoints   Lee  S.   Neibart  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his  name,  place and  stead,  in any and all  capacities  (until
revoked in writing),  to sign any and all amendments  (including  post-effective
amendments)  to this  Registration  Statement and to cause the same to be filed,
with all exhibits thereto and other documents in connection therewith,  with the
Securities and Exchange  Commission,  hereby granting to said  attorneys-in-fact
and agents,  and each of his  substitutes,  full power and  authority  to do and
perform  each and every act and thing  whatsoever  requisite  or desirable to be
done, as fully to all intents and purposes as the undersigned  might or could do
in  person,  hereby  ratifying  and  confirming  all acts and  things  that said
attorneys-in-fact  and  agents,  or  either  of them,  or their  substitutes  or
substitute may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on September 30, 1997.
Signature                             Title                            Date
/s/ William L. Mack
---------------------------------     Chairman of the Board            September 30, 1997
       William L. Mack                and a  Director

/s/ Lee S. Neibart
---------------------------------     President and a Director         September 30, 1997
       Lee S. Neibart

/s/ Stuart Koenig
---------------------------------     Vice President, Treasurer and    September 30, 1997
       Stuart Koenig                  Principal Financial Officer
-6-
Signature                             Title                            Date
/s/ W. Edward Scheetz
---------------------------------     Vice President and Director      September 30, 1997
       W. Edward Scheetz

/s/ John R. Klopp
---------------------------------     Vice President and Director      September 30, 1997
       John R. Klopp

/s/ Bruce H. Spector
---------------------------------     Director                         September 30, 1997
       Bruce H. Spector

/s/ Russel S. Bernard
---------------------------------     Director                         September 30, 1997
       Russel S. Bernard

/s/ Ralph F. Rosenberg
---------------------------------     Director                         September 30, 1997
       Ralph F. Rosenberg

/s/ David A. Strumwasser
---------------------------------     Director                         September 30, 1997
       David A. Strumwasser

/s/ David Roberts
---------------------------------     Director                         September 30, 1997
       David Roberts
-7-
EXHIBIT INDEX

Exhibit Number           Description
--------------           -----------

     5.1                 Opinion of Ballard Spahr Andrews & Ingersoll  regarding
                         the legality of securities being registered.

     23.1                Consent of Deloitte & Touche LLP

     23.2                Consent of Ballard Spahr Andrews & Ingersoll (contained
                         in its opinion filed as Exhibit 5.1 hereto).

     24                  Power of Attorney  (contained  in the  signature  pages
                         hereto).

                                       -8-