We interpret published CCD UBVI data to deduce the stellar density distribution and metallicity distribution function in the region from 2 - 8 kpc from the Galactic Plane , and compare our results to several star count models . A feature of extant star count models is degeneracy between the adopted scale heights of the thin and thick disks , and their local normalisation . We illustrate the utility of this small data set , and future larger sets ( e.g . SDSS ) , by explicitly considering consistency between the derived density laws , and the implied solar neighbourhood luminosity function . Our data set , from Hall et al. ( 1996 ) ( l = 52 ^ { o } ,b = -39 ^ { o } ) contains 566 stars , selected to be consistent with stellar loci in colour-colour diagrams . The effective apparent V -magnitude interval is 15.5 \leq V _ { o } \leq 20.5 . Our analysis supports the parameterisation of the recent ( SDSS ) galaxy model of Chen et al. ( 2001 ) , except in preferring the stellar halo axis ratio to be \eta = 0.84 . Photometric metal-abundances have been derived for 329 stars with { \it ( B - V ) _ { o } \ / } \leq 1.0 using a new calibration . This show a multimodal distribution with peaks at [ Fe / H ] =-0.10 , -0.70 , and -1.50 and a tail down to -2.75 dex . The vertical distance-dependent metallicity distribution function , if parameterised by a single mean value , can be described by a metallicity gradient d [ Fe / H ] / dz \sim - 0.2 dex/kpc for the thin disk and thick disk , and d [ Fe / H ] / dz \sim - 0.1 dex/kpc for the inner halo , to z =8 kpc . The data are however better described as the sum of three discrete distribution functions , each of which has a small or zero internal gradient . The changing mix of thin disk , thick disk and halo populations with distance from the plane generates an illusion of a smooth gradient .