AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                  THIS  AMENDMENT  NO.  1 TO  AMENDED  AND  RESTATED  EMPLOYMENT
AGREEMENT  (this  "Agreement"),  made as of  December  18,  1997 is by and among
INSIGNIA  FINANCIAL  GROUP,  INC., a Delaware  corporation with an office at One
Insignia Financial Plaza, Post Office Box 1089, Greenville, South Carolina 29602
(the "Company"), INSIGNIA COMMERCIAL GROUP, INC., a Delaware corporation with an
office at One Insignia Financial Plaza, Post Office Box 1089, Greenville,  South
Carolina  29602,  ("ICG"),  INSIGNIA\Edward  S.  Gordon  Co.,  Inc.,  a Delaware
corporation  with an office at One  Insignia  Financial  Plaza,  Post Office Box
1089,  Greenville,  South Carolina 29602 ("Insignia\ESG") and STEPHEN B. SIEGEL,
an individual residing at 130 East 67th Street, NY, NY 10021 (the "Executive").

                                   Background

         The Company and certain of its  affiliates  and the  Executive  entered
into an Amended and Restated  Employment  Agreement  dated as of January 1, 1997
(the "Original  Agreement").  The Company and such  affiliates and the Executive
now desire to amend the Original Agreement.

                             Statement of Agreement

         In consideration of the foregoing,  the mutual covenants and agreements
set forth  herein and for other good and  valuable  consideration,  the receipt,
adequacy and  sufficiency of which are hereby  acknowledged,  the parties hereto
agree as follows:

          Section 1. Defined Terms.  Capitalized terms  used  in  this Agreement
     but not otherwise defined herein shall have the meanings ascribed thereto
in the Original Agreement.

     Section 2. Amendment of Section 1 of the Original  Agreement.  Section 1 of
the Original  Agreement is hereby  amended by deleting  "December  31, 1999" and
inserting in its place "December 31, 2002".

     Section 3. The following new Sections 20, 21 and 22 are hereby added to the
Original Agreement:

                  Section 20. Loan.  The Company shall make an unsecured loan to
                  the  Executive  in the  principal  amount of  $1,000,000  (the
                  "Loan"), which Loan shall be upon the terms and conditions set
                  forth in,  and shall be  evidenced  by, the Note  attached  as
                  Exhibit A hereto and hereby made a part  hereof (the  "Note"),
                  which Loan shall be made to the  Executive  upon the demand of
                  the Executive and the Executive's  execution of this Agreement
                  and the Note and  delivery of this  Agreement  and the Note to
                  the Company.

                  Section 21. Term Life  Insurance.  The Company shall  purchase
                  term life insurance,  providing a death benefit of $5,000,000,
                  upon the life of the  Executive,  the  beneficiaries  of which
                  shall be  designated  by the  Executive  and  which  term life
                  insurance shall be upon terms and conditions,  and in form and
                  substance,  available at the time,  and  otherwise  reasonably
                  satisfactory  to the Executive  and which term life  insurance
                  shall be  maintained  by the  Company  during  the  Employment
                  Period  at the  Company's  sole  cost  and  expense;  provided
                  however  the Company  shall only be required to purchase  such
                  life   insurance  to  the  extent  that  it  is   commercially
                  reasonably available.

                  Section 22. Key Man Life Insurance.  The Company shall provide
                  "Key  man"  life  insurance,  providing  a  death  benefit  of
                  $15,000,00  upon the  death of the  Executive,  for  which the
                  Company is the beneficiary  (the "Key Man Insurance  Policy").
                  In connection  therewith,  the Executive hereby authorizes the
                  Company,  at its  sole  cost  and  expense,  to  purchase  and
                  maintain upon the life of the Executive such insurance policy,
                  and  agrees  to submit to such  medical  examinations,  and to
                  provide   and/or  consent  to  the  release  of  such  medical
                  information,  as may be  necessary  or  desirable  in order to
                  secure the issuance thereof.

     Section 4. Notices. Any notice or other communication required or permitted
to be given hereunder shall be in writing and shall be mailed by certified mail,
return receipt  requested,  or delivered against receipt to the party to whom it
is to be given,  at the address of such party set forth in the  preamble of this
Agreement  (or to such  other  address as such party  shall  have  furnished  in
writing in accordance with the provisions of this Section). Notice to the Estate
shall be  sufficient  if addressed to the Executive as provided in this Section.
Any notice or other  communication given by certified mail shall be deemed given
at the time of  certification  thereof,  except for a notice  changing a party's
address which shall be deemed at the time of receipt thereof.

     Section 5. Waiver.  Any waiver by either party of a breach of any provision
of this  Agreement  shall not operate as or be  construed  to be a waiver of any
other breach of such  provision or of any breach of any other  provision of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this  Agreement  on one or more  occasions  shall not be  considered a waiver or
deprive that party of the right  thereafter  to insist upon strict  adherence to
that term or any other term of this Agreement. Any waiver must be in writing.

     Section 6. Binding  Effect.  The Executive's  rights and obligations  under
this Agreement shall not be transferable by assignment or otherwise, such rights
shall  not  be  subject  to  commutation,  encumbrance  or  the  claims  of  the
Executive's creditors, and any attempt to do any of the foregoing shall be void.
The provisions of this Agreement  shall be binding upon and inure to the benefit
of the  Executive  and his  heirs  and  personal  representatives,  and shall be
binding upon and inure to the benefit of the Company and its successors.

     Section 7. Thirty Party Beneficiaries.  This Agreement does not create, and
shall not be construed as creating,  any rights  enforceable by any person not a
party to this Agreement.

     Section  8.  Headings.  The  headings  in this  Agreement  are  solely  for
convenience  of reference  and shall be given no effect in the  construction  or
interpretation of this Agreement.

     Section 9.  Counterparts.  This  Agreement may be executed in any number of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     Section  10.  Governing  Law.  This  Agreement  shall  be  governed  by and
construed  in  accordance  with  the  laws of the  State  of New  York,  without
reference to the conflict of law provisions hereof.

     Section  11.  Affirmation.  The  parties  hereto  agree  that the  Original
Agreement and all of the terms,  covenants and agreements  contained therein, as
amended hereby, is in full force and effect on and as of the date hereof.

     Section 12. Acknowledgment.  The Executive acknowledges and agrees that the
valuable  benefits  created by this  Agreement in favor of the  Executive  shall
constitute additional good and valuable consideration, above and beyond the good
and  valuable  consideration  already  provided  under  the  Original  Agreement
notwithstanding this Agreement, for the agreements,  covenants, duties and other
obligations of the Executive  under this Agreement and the Original  Agreements.
The  Executive  further  acknowledges  and agrees  that the total  consideration
provided under the Agreement, as amended hereby, for his agreements,  covenants,
duties and other obligations under the Original Agreement is fair and adequate.



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         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.


                                           INSIGNIA FINANCIAL GROUP, INC.



                                            By:  /s/Andrew L. Farkas
                                                 Name:    Andrew L. Farkas
                                                 Title:   Chairman & COO

                                           INSIGNIA/EDWARD S. GORDON CO., INC.



                                            By:  /s/John K. Lines
                                                 Name:    John K. Lines
                                                 Title:   Secretary

                                           INSIGNIA COMMERCIAL GROUP, INC.



                                            By:  /s/Stephen B. siegel
                                                 Name:     Stephen B. Siegel
                                                 Title:    President




                                                 /s/Stephen B. Siegel
                                            STEPHEN B. SIEGEL