Metropolitan Federal Savings & Loan Association, of Bethesda, has been acquired by Metropolitan Holding Co. Inc., a privately held holding company owned by Washington-area investors, for about $22 million.

Each of the approximately 1,300 stockholders of Metropolitan Federal will receive $25 in cash and $10 in 10-year subordinated debentures for each share.

Each shareholder also may get debentures worth up to $5 a share plus interest from an escrow fund established to cover a potential tax liability of Metropolitan Federal.

Metropolitan Federal, established in 1951, has 20 offices located in five Maryland counties, and had assets of about $485 million as of Dec. 31.

The acquisition, which took effect Jan. 8, puts Metropolitan in the hands of a local investor group that includes restaurateur Ulysses G. (Blackie) Augur; parking magnate D. F. Antonelli; William C. Eacho, owner of Washington Fish Exchange; real estate developer Joel S. Meisel; construction company president Alan B. Geller; and real estate broker Michael P. Ochsman.

The S&L is now the wholly owned subsidiary of the holding company created to make the acquisition.

The investor group first proposed the acquisition more than two years ago, originally offering $15 in cash and $23 in 10-year subordinated debentures for each share.

Later, Metropolitan found itself in a dispute with the Internal Revenue Service over $2.7 million the S&L received in assistance from the Federal Savings and Loan Insurance Corp.

Metropolitan received the money when it took over troubled County Federal in 1981. The IRS claims Metropolitan owes taxes on the money, plus interest. If the IRS prevails, Metropolitan will seek reimbursement from the FSLIC.

An escrow account was created to hold the money that might have to be paid to the IRS. If Metropolitan wins the dispute, the money will be disbursed to the former shareholders.