SUPPLEMENTAL INFORMATION
                                   MEMORANDUM

             THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
             SECURITIES REGISTERED UNDER THE SECURITIES ACT OF 1933.



TO:    The holders of restricted stock awards  and  stock options (the "Awards")
       to  acquire  an  aggregate  of up to  5,250,000  shares  of the  Class  A
       Common  Stock  of  Insignia  Financial  Group,  Inc.  granted pursuant to
       the  Insignia  1992 Stock  Incentive  Plan,  as amended and restated (the
       "Plan")

DATE:  April 30, 1997

RE:    The Awards


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                  The following  information should be considered  together with
the form of Award, including the Plan, annexed hereto:

                  1. In 1992,  the  Company  established  the Plan in which  key
employees  (including  officers) of,  directors of, and consultants and advisors
to, the  Company  and its  subsidiaries  may  participate.  This group  includes
approximately  400  employees.  The Plan was amended  effective  March 28, 1994,
November 13, 1995 and March 25,  1997.  The purpose of the Plan is to enable key
employees  of the  Company  to acquire a  proprietary  interest  in the  Company
through  the  ownership  of Class A Common  Stock  of the  Company.  The Plan is
administered  by the  Compensation  Committee  of the Board of  Directors of the
Company. The Compensation Committee determines, subject to the provisions of the
Plan and  such  limitations  as the  Board of  Directors  may from  time to time
impose,  the persons to whom,  and the time or times at which,  grants of Awards
shall be made,  the number of shares of Common  Stock  subject to an Award,  and
other terms and provisions of the Awards.  In determining the persons who are to
receive Awards,  the  Compensation  Committee  considers the person's  position,
responsibilities,  service,  and  accomplishments,  as well as the  individual's
present and future value to the company,  the  anticipated  length of his future
service, and other relevant factors.

                  2.  Awards  granted  under  the  Plan may be  incentive  stock
options,  non-qualified  stock  options or restricted  stock  awards.  The total
number  of  shares of Class A Common  Stock of the  Company  which may be issued
pursuant  to  the  Plan  is  5,250,000   (subject  to   adjustment   in  certain
circumstances).

                  3. The  Company is not  obligated  to sell or issue  shares of
Class A Common Stock in any manner in  contravention  of the  Securities  Act of
1933 (the  "Securities  Act") or any state securities law. All shares of Class A
Common  Stock  acquired  pursuant  to  Awards  may only be  reoffered  or resold
pursuant to a registration  statement prepared for that purpose,  pursuant to an
exemption from the registration  requirements of the Securities Act, or pursuant
to the requirements of Rule 144 (except the holding period requirement set forth
in paragraph (d) of such Rule) promulgated under the Securities Act.

                  4. The   principal   Federal  income  tax   consequences  with
respect to the Awards are  summarized below.

                  Incentive  Stock  Options.  In general,  an optionee  will not
realize  taxable  income upon either the grant or the  exercise of an  incentive
stock option ("ISO") and the Company will not realize an income tax deduction at
either  such  time.  If the  optionee  does not sell  the  Class A Common  Stock
received  pursuant to the exercise of the ISO within  either (i) two years after
the date of the grant of the ISO or (ii) one year after the date of exercise,  a
subsequent  sale of the Class A Common  stock will result in  long-term  capital
gain or loss to the  optionee  and will not  result  in a tax  deduction  to the
Company.

                  If the optionee  disposes of the Class A Common Stock acquired
upon exercise of the ISO within either of the above mentioned time periods,  the
optionee will generally realize as ordinary income an amount equal to the lesser
of (I) the fair market value of the Class A Common Stock on the date of exercise
over the option price,  or (ii) the amount  realized upon  disposition  over the
option price. In such event, the Company generally will be entitled to an income
tax deduction  equal to the amount  recognized as ordinary income would be taxed
as short-term or long-term  capital gain  (depending on the  applicable  holding
period).

                  In addition, (i) officers and directors of the Company subject
to  Section  16(b) of the  Securities  Exchange  Act of 1934 may be  subject  to
special rules regarding the income tax consequences  concerning their ISOs, (ii)
any  entitlement to a tax deduction on the part of the company is subject to the
applicable federal tax rules (including,  without  limitation,  Internal Revenue
Code  Section  162(m)   regarding  the  $1,0000,000   limitation  on  deductible
compensation),  and (iii) the  exercise of an ISO may have  implications  in the
computation of alternative minimum taxable income.

                  Non-qualified  Stock Options. An optionee will not realize any
taxable  income upon the grant of a  non-qualified  stock option and the Company
will not receive a deduction  at the time of such grant unless such option has a
readily ascertainable fair market value (as determined under applicable tax law)
at the time of  grant.  Upon  exercise  of a  non-qualified  stock  option,  the
optionee generally will realize ordinary income in an amount equal to the excess
of the fair  market  value of the Class A common  Stock on the date of  exercise
over the exercise  price.  Upon a subsequent sale of the Class A Common Stock by
the optionee,  the optionee will recognize  short-term or long-term capital gain
or loss  depending  upon his or her holding period for the Class A Common Stock.
The Company will generally be allowed a deduction equal to the amount recognized
by the optionee as ordinary income.

                  In addition,  (i) any  officers  and  directors of the company
subject to Section 16(b) of the  Securities  Exchange Act of 1934 may be subject
to special tax rules  regarding  the income tax  consequences  concerning  their
non-qualified stock options,  and (ii) any entitlement to a tax deduction on the
part of the Company is subject to the applicable tax rules  (including,  without
limitation,  Internal  Revenue  Code Section  162(m)  regarding  the  $1,000,000
limitation on deductible compensation).

                  Restricted Shares. In general, the holder of restricted shares
will not realize  taxable income at the time a restricted  share is awarded.  In
the year the  restrictions  on the  restricted  shares  lapse,  the holder  will
generally  recognize ordinary income equal to the fair market value of the Class
A Common Stock on the date the relevant  restrictions  lapse over the amount, if
any, paid for such stock.  Alternatively,  the holder of  restricted  shares may
elect to be taxed in the year of  issuance  pursuant to  Internal  Revenue  Code
Section 83(b). In the event of such election the holder will recognize  ordinary
income equal to the fair market value of the Class A Common Stock on the date of
issuance over the price, if any, paid for such stock.

                  Any  gain or loss on the  subsequent  sale of  Class A  Common
Stock will  generally be either  long-term  capital  gain or loss or  short-term
capital gain or loss (depending on the applicable  holding period).  The Company
will  generally  be  entitled  to an income  tax  deduction  equal to the amount
recognized by the holder as ordinary income at the time of such recognition.

                  In addition,  (i) if the Class A Common Stock  transferred  to
the  holder is not  subject  to any  restrictions,  the  holder  generally  will
recognize  ordinary  income at the time of  transfer,  (ii) any cash  dividends,
retained  distributions,  dividend  equivalents  and cash  awards are  generally
taxable as ordinary income,  (iii) officers and directors of the Company subject
to  Section  16(b) of the  Securities  Exchange  Act of 1934 may be  subject  to
special rules regarding the income tax consequences  concerning their restricted
shares,  and (iv) any  entitlement to a tax deduction on the part of the Company
is subject to the applicable  federal tax rules (including  without  limitation,
Internal  Revenue Code Section  162(m)  regarding the  $1,000,000  limitation on
deductible compensation).

                  The foregoing  description of Federal income tax  consequences
of the  Awards is  intended  merely as an aid for  holders  of  Awards,  and the
Company assumes no responsibility in connection with the income tax liability of
any such  individual.  Individuals  are urged to obtain  competent  professional
advice regarding the applicability of Federal, state, and local tax laws.

                  4. The Awards are not  subject to any of the  requirements  of
the Employee Retirement Income Security Act of 1974, as amended.

                  5. All documents  incorporated  by reference in Item 3 of Part
II of the Registration Statements on Form S-8 filed by the Company in connection
with the shares of Class A Common Stock to be issued in connection with an Award
are available  without charge upon the oral or written request to the Company by
a holder of an Award.  Such documents are also hereby  incorporated by reference
into this Supplemental Information Memorandum.  Additional information about the
Awards  and any other  documents  required  to be  delivered  to Award  holders,
pursuant to Rule 428(b)  promulgated  under the Securities  Act, may be obtained
without  charge upon an Award  holder's oral or written  request to the Company.
All such  requests  for such  information  should be  directed to John K. Lines,
General Counsel,  Insignia  Financial Group, Inc., One Insignia Financial Plaza,
Greenville, South Carolina 29602, telephone number (803) 239-1000.