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

                                   FORM 10-K/A

{X} Annual Report Pursuant to Section 13 of 15(d) of the Securities Exchange Act
    of 1934 (Fee Required)

                   For the fiscal year ended December 31, 1997
                                       or

{ } Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 (No Fee Required)

        For the transition period from ............... to ...............

                         Commission file number 0-19066

                         INSIGNIA FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

      Delaware                                                 13-3591193
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                             Identification No. 1)

One Insignia Financial Plaza, P.O. Box 1089
       Greenville, South Carolina                                29602
  (Address of principal executive offices)                     (Zip Code)

        Registrant's telephone number, including area code (864) 239-1000

                                                                       

           Securities registered pursuant to Section 12(b) of the Act:

                                      None

           Securities registered pursuant to Section 12(g) of the Act:

                 Shares of Class A Common Stock, $.01 Par Value

                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  report),  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. Yes X No .

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of  registrant's  knowledge,  in definitive  proxy or any amendment to this
Form 10-K.

As of February  28,  1998 there were  outstanding  30,511,431  shares of Class A
Common Stock.  Based on the closing price of $23.375 per share of Class A Common
Stock as of such date, the aggregate market value of Registrant's Shares held by
non-affiliates was approximately $508 million.


                       DOCUMENTS INCORPORATED BY REFERENCE

Proxy  Statement for the Annual Meeting of Stockholders in Part III of this Form
10-K.




<PAGE>

                                    Part III

Item 10.  Directors and Executive Officers of the Registrant

The  following  tables sets forth  certain  information  as of February 28, 1998
about  the  Company's  directors.  Information  about  the  Company's  executive
officers is contained in Part I of this Annual Report.

                                                             Beginning Year of
     Name                Age  Positions/Office              Service as Director

Andrew L. Farkas         37   Chairman of the Board               1990
                              of Directors, President and
                              Chief Executive Officer
                              of Insignia

Robert J. Denison        56   Director of Insignia                1996

Robin L. Farkas          64   Director of Insignia                1993

Merril M. Halpern        63   Director of Insignia                1993

Robert G. Koen           51   Director of Insignia                1993

Michael I. Lipstein      61   Director of Insignia                1993

Buck Mickel              72   Director of Insignia                1993

     Andrew L. Farkas has been  President  of  Metropolitan  Asset  Group,  Ltd.
("MAG"),  a real estate investment  banking firm, since 1983, has been President
of Insignia from its inception until January 1991 and since January 1995. He has
been Chairman and Chief Executive Officer of Insignia since January 1991. He has
been Chairman of Insignia  Properties  Trust,  a subsidiary  of Insignia,  since
January 1997.

     Robert J.  Denison  has been a director  of  Insignia  since May 1996.  Mr.
Denison  has been  General  Partner  of First  Security  Company  II,  L.P.,  an
investment advisory firm, for more than the past five years.

     Robin L. Farkas has been a director  of Insignia  since  August  1993.  Mr.
Farkas is the  retired  Chairman  of the Board and Chief  Executive  Officer  of
Alexander's  Inc., a real estate  company.  He served in that capacity from 1984
until 1993. He is also a director of Refac Technology  Development  Corporation,
Noodle Kiddoodle, Inc. and Containerways International, Ltd..

     Merril M. Halpern has been a director of Insignia  since  August 1993.  Mr.
Halpern has been Chairman of the Board of Directors and chief executive  officer
of Charterhouse Group International,  Inc.  ("Charterhouse"),  a privately-owned
investment firm which,  among other things,  actively  engages in making private
equity  investments in a broad range of industrial and service companies located
primarily in the United States,  for more than the past five years.  Mr. Halpern
is also a director of American Disposal Services,  Inc.,  Designer Holdings Ltd.
and Microwave Power Devices, Inc.

     Robert G. Koen has been a director of Insignia  since  August  1993.  Since
February  1996,  Mr.  Koen has  been a  partner  in the law firm of Akin,  Gump,
Strauss,  Hauer & Feld,  L.L.P.,  which  represents  Insignia  or certain of its
affiliates from time to time. From January 1991 to February 1996, Mr. Koen was a
partner in the law firm of LeBoeuf, Lamb, Greene & MacRae.

     Michael I. Lipstein has been a director of Insignia  since August 1993. Mr.
Lipstein  is, and for more than the past five years has been,  self-employed  in
the real estate business, including ownership, management, and lending.

     Buck Mickel has been a director of Insignia  since August 1993.  Mr. Mickel
has been Chairman of the Board and Chief  Executive  Officer of RSI Holdings,  a
company offering distribution of outdoor equipment,  for more than the past five
years.  Mr.  Mickel  is  also a  director  of  Fluor  Corporation,  The  Liberty
Corporation,  Emergent Group, Inc., Delta Woodside Industries,  Inc., Duke Power
Company, and Textile Hall Corporation.

     All  directors  hold office  until their  successors  have been elected and
qualified or until their earlier  resignation or removal.  Directors are elected
annually.  There are no family  relationships  between any of the  directors  or
executive  officers  of  Insignia,  except that Robin L. Farkas is the father of
Andrew L. Farkas.

     Insignia  or  Metropolitan  Asset  Enhancement,  L.P.  ("MAE"),  a Delaware
limited partnership in which Insignia owns a 19.1% limited partnership  interest
(as of January 1, 1998,  this interest was transferred to Andrew L. Farkas under
his amended employment agreement), from time to time acquires, and MAG from time
to time has  acquired,  general  partner  interests  in or general  partners  of
limited  partnerships  ("Troubled  Limited  Partnerships")  that  are or were in
default under mortgages  encumbering all or a portion of their assets. Andrew L.
Farkas is the sole stockholder,  a director, and a corporate officer of the sole
general partner of MAE. Such defaults usually occur as a result of the inability
of such assets to generate  sufficient  cash flow to service such mortgages on a
timely basis. In connection with those activities,  Insignia and MAE, and in the
past MAG,  typically  attempt to  negotiate  restructurings  of the  outstanding
liabilities  of  a  Troubled   Limited   Partnership   with  creditors  of  such
partnership.  At  times,  it  becomes  desirable  to  cause a  Troubled  Limited
Partnership to seek protection under the Federal bankruptcy law to expedite such
negotiations.  MAE, Insignia, MAG, their affiliates, or Andrew L. Farkas (in his
capacity as a senior officer of a corporate  general partner or as an individual
general  partner,  as the  case  may  be),  have  caused  approximately  fifteen
partnerships (not including lower tier partnerships) to file for protection from
creditors  under Chapter 11 of the Federal  Bankruptcy Code within the past five
years. None of these Chapter 11 cases have been converted to cases under Chapter
7 of the Federal  Bankruptcy  Code,  which governs  liquidations  in bankruptcy.
Substantially  all of such Chapter 11 cases have been resolved and/or concluded.
None of such entities were forced to seek  protection  from creditors  under the
Federal Bankruptcy Code on an involuntary basis.

     There are no  arrangements  or  understandings  between the Company and any
person as to his  election  as  director,  other  than with Mr.  Farkas  and Mr.
Halpern  as  later  described   under  "Item  11  -  Executive   Compensation  -
Compensation  of Directors and Executive  Officers - Employment  Agreements" and
"Item  13 -  Certain  Relationships  and  Related  Transactions  -  Stockholders
Agreements."

     The  Company  maintains  standing   Executive,   Compensation,   and  Audit
Committees,  but does not have a nominating committee.  The Executive Committee,
whose  members are Messrs.  Andrew L.  Farkas,  Robin L.  Farkas,  Halpern,  and
Lipstein,  met five times during 1997. The Executive Committee meets on call and
has authority to act on most matters during  intervals  between Board  meetings.
The Compensation  Committee met seven times during 1997. Its members are Messrs.
Denison,  Lipstein,  and Mickel. The Compensation Committee reviews and approves
all compensation arrangements,  including annual bonuses, for senior officers of
Insignia,  and administers Insignia's 1992 Stock Incentive Plan and the Insignia
1995 Non-Employee Director Stock Option Plan. The Audit Committee, whose members
are Messrs.  Denison,  Halpern, and Koen, met three times during 1997. The Audit
Committee  recommends  annually to the Board of Directors the  engagement of the
independent  auditors of the Company and reviews with the  independent  auditors
the scope and results of the audits,  the  internal  accounting  controls of the
Company,  audit  practices,  and  the  professional  services  furnished  by the
independent  auditors,  and reviews all transactions proposed to be entered into
between the Company and any of its affiliates.

     The Board of Directors  met nine times during  1997.  No director  attended
fewer than 75% of the total number of meetings of the Board of Directors and the
Committees on which he served.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities  Exchange Act of 1934 (the "Exchange  Act")
requires the Company's  directors and  executive  officers,  and holders of more
than 10% of the Company's Common Stock, to file with the Securities and Exchange
Commission  (the "SEC")  initial  reports of ownership and reports of changes in
ownership  of Common  Stock and other equity  securities  of the  Company.  Such
officers,  directors  and 10%  stockholders  are required by SEC  regulation  to
furnish the Company with copies of all Section 16(a) forms they file.

     Based on its review of such forms that it  received,  the Company  believes
that,  during 1997,  all Section 16(a) filing  requirements  were satisfied on a
timely  basis with the  exception  of a filing  required to report a purchase by
Joseph T. Aveni, an executive officer of the Company. The filing delinquency was
due to an administrative misunderstanding and corrected within 30 days.
<PAGE>
<TABLE>

Item 11.  Executive Compensation

Summary Compensation Table

     The following  table sets forth the  compensation  of the  Company's  Chief
Executive  Officer  and the  Company's  four most highly  compensated  executive
officers,  other  than the Chief  Executive  Officer,  who  served as  executive
officers at the end of 1997:
<CAPTION>
---------------------- ------- --------------------------------------- -------------------------------------- -------------

                                        Annual Compensation                   Long Term Compensation
                               --------------------------------------- --------------------------------------
---------------------- ------- ----------- ----------- --------------- ---------------------------- --------- -------------
                                                                                 Awards             Payouts
                                                                       ---------------------------- ---------
                                                                       Restricted  Securities
                                                        Other Annual   Stock       Underlying       LTIP      All Other
Name and Principal                                     Compensation    Awards ($)  Options/SARs     Payout    Compen-sation
Position               Year    Salary ($)  Bonus ($)   ($)                         (#)              ($)       ($)
---------------------- ------- ----------- ----------- --------------- ----------- ---------------- --------- -------------
<S>                    <C>        <C>       <C>         <C>                                                     <C>        
Andrew L. Farkas       1997       600,000   2,000,000   153,329 (a)                      -----                  61,500  (b)
  Chairman, President, 1996       600,000   1,450,000   151,055 (c)                   300,000  (j)              58,500  (b)
  and Chief Executive  1995       600,000   1,450,000   233,636 (d)                   628,000                   48,000  (b)
  Officer


Edward S. Gordon       1997     1,000,000   1,334,000      ---- (f)                     -----                    3,200  (b)
  Office of the        1996 (i)   505,130       -----    83,377 (e)(f)                250,000  (g)               -----
  Chairman


Stephen B. Siegel      1997     1,000,613   2,000,000  400,000 (e)(f)  $374,063 (k)    50,000  (l)               4,056  (b)
  President and CEO    1996 (i)   303,333       -----  584,117 (e)(f)                  75,000  (h)               6,000  (b)
  of Insignia/ESG, Inc.


Frank M. Garrison      1997       300,000     500,000     ----- (f)                     -----                   21,000  (b)
  Executive            1996       250,000     400,000           (f)                     -----                    3,000  (b)
  Managing Director    1995       199,667     325,000           (f)                   190,000                    3,000  (b)

James A. Aston         1997       300,000     500,000     ----- (f)                     -----                    3,200  (b)
  Office of the        1996       250,000     400,000           (f)                     -----                    3,000  (b)
  Chairman and Chief   1995       194,900     325,000           (f)                   250,000                    3,000  (b)
  Financial Officer
---------------------- ------- -----------
</TABLE>
(a) Represents forgiveness of $77,350 principal and $1,875 interest related to a
$400,000 loan in accordance with the Employment  Agreement dated August 1, 1993.
Prerequisites   totaled  $74,104  including  $58,633  for  personal  tax  return
assistance.
(b)  Represents  Insignia's  contribution  under  its  401(k)  Plan  and  401(k)
Restoration Plan.
(c) Represents  forgiveness of $100,000 principal and $7,641 interest related to
a $400,000  loan in accordance  with the  Employment  Agreement  dated August 1,
1993.  Perquisites  totaled $43,414 including $30,267 for personal use of leased
aircraft.
(d) Represents forgiveness of $100,000 principal and $18,000 interest related to
a $400,000  loan in accordance  with the  Employment  Agreement  dated August 1,
1993.  Perquisites totaled $115,636 including $37,284 for personal use of leased
aircraft and $32,231 for personal tax return assistance.
(e) Sales commissions. Does not include certain advance payments with respect to
a non-compete agreement. See "Compensation of Directors and Executive Officers -
Employment Agreements."
(f) Total  perquisites  did not  exceed  the  lesser of  $50,000 or 10% of total
salary and bonus.
(g) Does not include  options to purchase  840,679 shares assumed by the Company
in the acquisition of Edward S. Gordon Company, Incorporated.
(h) Does not include  options to purchase  146,680 shares assumed by the Company
in the acquisition of Edward S. Gordon Company, Incorporated.
(i) Employment began on July 1, 1996.
(j) Granted on February 20, 1996 and  disclosed in the Proxy  Statement  for the
Annual Meeting of Stockholders held on May 23, 1996.
(k)  Restricted  stock award for 17,500 shares.  Valuation  based on $21.375 per
share, the fair market value on the date of the award.  The  restrictions  lapse
for 25% of the award  after 18  months,  25%  after 36  months  and 50% after 60
months.
(l) Does not include  repriced  options  replacing those  originally  granted in
1996.
<PAGE>
<TABLE>

Compensation of Directors

     Each of Insignia's  directors  who is not an employee of Insignia  received
during 1997, and currently receives,  a fee of $10,000 per year for serving as a
director,  plus $2,000 per meeting  attended (up to a maximum of $10,000).  Each
director  who is not an employee of  Insignia  also  received a bonus of $30,000
based on the Company's 1997 performance. Each director who is not an employee of
Insignia is eligible to participate in the Insignia 1995  Non-Employee  Director
Stock Option Plan, which provides for each  Non-Employee  Director to receive at
the time of his initial  election an option to purchase  20,000 shares of Common
Stock and to receive an additional option each year thereafter to purchase 2,000
shares, in each case at the then fair market value of the Common Stock.

Option/SAR Grants in Last Fiscal Year

     The following table sets forth information concerning stock options granted
by Insignia during 1997 to each of the executive  officers  (including the Chief
Executive Officer) named in the Summary Compensation Table:

<CAPTION>

------------------------------------------------------------------------------- -------------------------------------
                                                                                     Potential Realizable Value
                                                                                      at Assumed Annual Rates
                                                                                    of Stock Price Appreciation
                              Individual Grants                                         For Option Terms (a)
------------------------------------------------------------------------------- -------------------------------------
-------------------------- ------------- ------------- ------------ ----------- ------------------ ------------ -----
                                          % of Total
                                           Options/
                                             SARs
                                          Granted to    Exercise
                             Options/     Employees      or Base
                               SARs       in Fiscal       Price     Expiration
          Name             Granted (#)     Year (b)     ($/Share)      Date            5%              10%
                                                           (c)
-------------------------- ------------- ------------- ------------ ----------- ------------------ ------------ -----

<S>     <C>    <C>    <C>    <C>    <C>    <C>
    Andrew L. Farkas           none

    Edward S. Gordon           none

<S>                          <C>             <C>         <C>         <C>  <C>     <C>               <C>           
    Stephen B. Siegel        125,000 (d)     13.4%       $16.4375    7/21/02      $567,675 (e)      $1,254,413 (e)

    Frank M. Garrison          none

    James A. Aston             none

</TABLE>

(a) The dollar amounts under these columns are the result of  calculations at 5%
and 10% rates set by the  Securities  and Exchange  Commission and therefore are
not intended to forecast possible future  appreciation,  if any, of Common Stock
price.
(b) During the year ended  December  31, 1997,  stock  options  representing  an
aggregate of 935,250  shares of Common  Stock were issued to all  employees as a
group.
(c) Exercise prices  represent the fair market value, as determined by the Board
of Directors,  on the date of grant.  The exercise price may be paid in cash, in
shares of Common Stock valued at fair market value on the date of exercise, or a
combination thereof.
(d)  Includes  options to purchase  75,000  shares  repriced to replace  options
originally issued July 1, 1996 and options to purchase 25,000 shares repriced to
replace  options  originally  issued  February 21, 1997. All such options become
exercisable in five equal annual  installments,  the first installment  becoming
exercisable six months after the date of grant.
(e)  Represents  gain before income  taxes;  the fair market value of the Common
stock on July 21, 1997,  (the date of the grant),  as determined by the Board of
Directors, was $16.4375 per share.



<PAGE>
<TABLE>

Aggregated  Option/SAR  Exercises  in  Last  Fiscal  Year  and  Fiscal  Year-End
Option/SAR Value Table

     The following table sets forth information concerning the exercise of stock
options  during fiscal 1997 by each of the  executive  officers  (including  the
Chief  Executive  Officer) set forth on the Summary  Compensation  Table and the
fiscal year-end value of unexercised options.

<CAPTION>

============ =========================== =============== =============================== ============================
                                                                   Number of Securities         Value of Unexercised
                                                                 Underlying Unexercised    In-The-Money Options/SARs
                                                                 Options/SARs at Fiscal   at Fiscal Year-End ($) (a)
                                                                           Year-End (#)

                     Shares Acquired on           Value                Exercisable (E)/             Exercisable (E)/
       Name                Exercise (#)    Realized ($)               Unexercisable (U)             Unexercisable(U)
============ =========================== =============== =============================== ============================

<S>                                                                   <C>                        <C>            
Andrew L. Farkas             none                                     748,000  (E)               $6,330,750  (E)

                                                                      180,000  (U)                  630,000  (U)
                                                                      928,000                    $6,960,750

Edward S. Gordon         840,679  (b)        $12,921,473               50,000  (E)                     $-0-  (E)

                                                                      200,000  (U)                      -0-  (U)
                                                                      250,000                          $-0-

Stephen B. Siegel            none                                     146,680  (E)(c)            $2,470,332  (E)(c)

                                                                      125,000  (U)                  820,313  (U)
                                                                      271,680                    $3,290,645

Frank M. Garrison           8,890              $166,132               168,500  (E)               $2,195,742  (E)

                                                                      112,000  (U)                1,277,863  (U)
                                                                      280,500                    $3,473,605
 
James A. Aston               none                                     239,890  (E)               $2,836,800  (E)

                                                                       78,000  (U)                  911,375  (U)
                                                                      317,890                    $3,748,175

</TABLE>

(a)  Based on the  closing  price  of the  Common  Stock  on the New York  Stock
Exchange on December 31, 1997 of $23.00 per share.
(b) Includes  options to purchase  840,679  shares assumed by the Company in the
acquisition of Edward S. Gordon Company, Incorporated.
(c) Includes  options to purchase  146,680  shares assumed by the Company in the
acquisition of Edward S. Gordon Company, Incorporated.





<PAGE>

Compensation Committee Interlocks and Insider Participation

     During 1997, Messrs. Denison,  Lipstein and Mickel (non-employee directors)
served  as  members  of the  Compensation  Committee.  None of the  Compensation
Committee  members or executive  officers of the Company have any  relationships
which must be disclosed under this caption.

Employment and Consulting Agreements

Andrew L. Farkas

     Andrew  L.  Farkas  is  employed  by  Insignia  pursuant  to an  employment
agreement by and between Mr.  Farkas and  Insignia,  dated as of January 1, 1998
(the "Farkas  Employment  Agreement"),  which provides for him to serve as chief
executive  officer and a director of Insignia  until  December 31, 2000, or such
earlier  date as  provided  therein.  Mr.  Farkas is to receive a base salary of
$1,000,000  per  year,  subject  to  such  discretionary  increases  as  may  be
determined by the Board of Directors,  and a bonus to be determined  annually by
the Board of  Directors.  Mr.  Farkas  has  agreed  that for one year  after the
termination of the Farkas  Employment  Agreement,  he will not solicit  business
from any of  Insignia's  customers  or  clients  with whom he has had  "material
contact" (as defined in the Farkas Employment Agreement) during the twelve month
period  preceding the date of cessation of his employment with Insignia,  and he
will  neither  solicit  employees  of  Insignia  to work for any  competitor  of
Insignia nor  purchase  any limited  partner  units of  partnerships  controlled
directly or  indirectly by Insignia for two years after the  termination  of the
Farkas Employment Agreement. In 1993, Insignia loaned Mr. Farkas $400,000, which
loan bore  interest at the rate of six percent per annum.  $100,000 of such loan
and the  interest-to-date  on such loan was forgiven on August 1 of 1994,  1995,
1996 and 1997.  Pursuant  to the Farkas  Employment  Agreement,  Mr.  Farkas has
borrowed  $1,500,000  from Insignia at an interest  rate of 6.5% per annum.  The
principal of and  interest on such loan will be forgiven by Insignia  subject to
the terms  and  conditions  of the  Farkas  Employment  Agreement.  Insignia  is
obligated to pay the premium for a $5 million term life insurance  policy on the
life of Mr.  Farkas,  the  beneficiaries  of which are to be  designated  by Mr.
Farkas.  Upon the  termination of Mr.  Farkas's  employment for any reason other
than death, Insignia must transfer ownership of such policy to Mr. Farkas or his
designee.  Insignia  has  agreed  that,  so long as Mr.  Farkas is  employed  by
Insignia,  the Board of Directors  will  nominate  Mr.  Farkas for election as a
director  and elect or appoint  him as  Chairman  of the Board,  as a member and
Chairman  of  the  Executive  Committee  and  as an ex  officio  member  of  the
Compensation  Committee.  Upon the execution of the Farkas Employment Agreement,
Insignia  paid Mr.  Farkas a signing  bonus  consisting  of (a) the grant to Mr.
Farkas of Insignia's 19.1% interest in Metropolitan Asset Enhancement,  L.P. and
(b) a cash payment of $2,000,000.

     Mr. Farkas's  employment will be terminated in the event that Mr. Farkas is
disabled during his employment with Insignia, whereupon Insignia will pay 75% of
his  salary  for a period  of time  equal to  twice  the term of his  employment
contract  remaining  immediately prior to his termination (but not less than two
years). If Mr. Farkas dies during the term of the Farkas  Employment  Agreement,
Insignia  will pay to his estate his salary for the remainder of the term of the
Farkas Employment Agreement.  If Mr. Farkas is terminated without cause and such
termination  is not in  connection  with a Significant  Transaction  (as defined
below),  Insignia will pay his salary through the term of the Farkas  Employment
Agreement.

     The Farkas  Employment  Agreement  provides that upon the occurrence of any
one of several events or transactions involving Insignia set forth in the Farkas
Employment  Agreement (each, a "Significant  Transaction"),  including,  but not
limited to, any change of control of Insignia,  Insignia shall pay to Mr. Farkas
an amount equal to (i) the  discretionary  bonus he received with respect to the
year prior to the year in which the Significant  Transaction occurred, plus (ii)
(a) $5 million if the Significant  Transaction  occurs in the first 12 months of
the term of the Farkas Employment  Agreement (the "Employment  Period"),  (b) $6
million  if the  Significant  Transaction  occurs in the second 12 months of the
Employment  Period, or (c) $7 million if the Significant  Transaction  occurs in
the  third 12  months of the  Employment  Period.  Although  the  execution  and
delivery of the  Agreement  and Plan of Merger,  dated as of March 17, 1998 (the
"Merger  Agreement"),  by and among  Insignia,  Insignia/ESG  Inc.,  a  Delaware
corporation  ("Insignia/ESG"),  Apartment  Investment and Management  Company, a
Maryland corporation ("AIMCO"),  and AIMCO Properties,  L.P., a Delaware limited
partnership,  which provides for the proposed  merger (the "Merger") of Insignia
with and into AIMCO,  constituted  a  Significant  Transaction  under the Farkas
Employment  Agreement,  any  right  to  payment  triggered  by that  Significant
Transaction  will not apply unless the  transactions  contemplated by the Merger
Agreement are  consummated.  Upon the  occurrence  of a Significant  Transaction
and/or upon  termination  without  cause,  all options,  warrants and restricted
stock in both Insignia and Insignia  Properties Trust granted to Mr. Farkas will
vest  immediately  and be  exercisable,  although such vesting will not occur in
connection with the execution of the Merger  Agreement until the consummation of
the Merger. In addition, upon the occurrence of a Significant  Transaction,  Mr.
Farkas may elect to convert his employment agreement into a consulting agreement
with the same terms and  conditions  as the  Farkas  Employment  Agreement.  The
Farkas Employment Agreement also provides that in the event that Insignia enters
into a  transaction  resulting  in (i) a  majority  of the  equity  interest  in
Insignia  being  beneficially  owned  by a  person  who is not an  affiliate  of
Insignia,  or (ii) the sale or other disposition to a third party of one or more
of  Insignia's  subsidiaries,   divisions  or  operating  businesses  (including
Holdings)  representing in the aggregate 20% or more of Insignia's 1998 budgeted
earnings before interest, taxes, depreciation and amortization ("EBITDA") (each,
a "Material Asset  Disposition"),  Insignia shall pay to Mr. Farkas a cash bonus
equal to 1% of the consideration  received by Insignia and its shareholders as a
result of such Material Asset Disposition.

     To the extent Mr.  Farkas would be subject to the excise tax under  Section
4999 of the Internal  Revenue Code of 1986, as amended (the "Code"),  on amounts
or  benefits  to be  received  from  Insignia  required  to be  included  in the
calculation of parachute  payments for purposes of Sections 280G and 4999 of the
Code,  the  amounts of any such  payments  will be  automatically  reduced to an
amount  one dollar  less than an amount  that would  subject  Mr.  Farkas to the
excise tax under Section 4999 of the Code, provided that the automatic reduction
shall apply only if the reduced  payments  received by Mr.  Farkas (after taking
into account further  reductions for applicable taxes) would be greater than his
unreduced payments, after applicable taxes.

     As a result of the  execution  of the  Merger  Agreement,  Mr.  Farkas  can
convert the Farkas Employment Agreement into a consulting agreement.  Mr. Farkas
has agreed to make such a conversion upon consummation of the Merger.  AIMCO has
agreed to pay Mr. Farkas his salary from the date of  consummation of the Merger
until December 31, 2000. Upon consummation of the proposed pro rata distribution
(the  ADistribution@)  by Insignia to its stockholders of all of the outstanding
common stock,  par value $.01 per share of Insignia/ESG,  ("Insignia/ESG  Common
Stock"),  of Holdings,  Insignia will purchase Mr. Farkas's options and warrants
to purchase Insignia Common Stock for a payment equal to the difference  between
the exercise price of such option or warrant and $25.00 per share.

Stephen B. Siegel

     Insignia,  Insignia/ESG,  Inc.  ("Insignia/ESG")  and Stephen B. Siegel are
parties to an employment  agreement which expires on December 31, 2002,  subject
to earlier  termination  or  extension  as provided  for in the  agreement.  The
agreement  provides  that Mr.  Siegel shall serve as President of  Insignia/ESG,
among other duties.  Under the agreement,  Mr. Siegel (i) receives a base salary
of  $1,000,000  per annum,  (ii)  received  grants of options to  purchase up to
75,000 shares of Insignia Common Stock at $27.125 per share and 25,000 shares of
Insignia Common Stock at $21.375 per share and a one-time restricted stock award
of 17,500  shares of Insignia  Common  Stock , each of which vests in five equal
installments,  (iii) receives 30% of all promotional commission revenues earned,
received and retained by Insignia/ESG in which Mr. Siegel has rendered  services
recognized by Insignia/ESG, and (iv) receives 50% of all net commission revenues
earned,  received and retained by  Insignia/ESG in which Mr. Siegel has rendered
services   recognized  by  Insignia/ESG.   The  agreement  also  provides  that,
commencing with the year ending December 31, 1997, Mr. Siegel will receive,  for
each year or part thereof during the employment  term, an amount up to a maximum
of $400,000 annually equal to 0.6% of the gross commissions earned, received and
retained by  Insignia/ESG,  but only to the extent that  Insignia/ESG and all of
its wholly owned  subsidiaries  meets or exceeds its annual  EBITDA  budget,  as
established by Insignia's Compensation Committee,  after reduction for all bonus
compensation  paid to employees of Insignia/ESG  (including the imputed bonus of
Mr. Siegel),  all Insignia/ESG  overhead  allocations and all other compensation
paid to Mr. Siegel,  which annual EBITDA budget shall be increased by Insignia=s
Compensation Committee for each subsequent year by an amount of no more than 10%
of the annual EBITDA budget for the immediately preceding year. The agreement as
amended  further  provides that,  commencing  with the year ending  December 31,
1997,  Mr.  Siegel will  receive  for each year an annual  bonus of 10%, or such
lesser percentage as Insignia's Compensation Committee, in its sole and absolute
discretion,  shall  determine,  of the increase in annual EBITDA  reduced by all
bonus compensation paid to the employees of Insignia/ESG  (including the imputed
bonus of Mr. Siegel), all Insignia/ESG overhead allocations and all compensation
paid to Mr. Siegel over the annual EBITDA for the  immediately  preceding  year.
Such bonus shall be paid to the Executive within  one-hundred-twenty  (120) days
after the end of Insignia's fiscal year.

     The employment  agreement as amended also provides for Insignia to loan Mr.
Siegel  $1,000,000 with the principal and interest  thereon forgiven on December
31, 2002 if on such date Mr.  Siegel's  employment  with  Insignia  has not been
terminated  for any valid  reason,  and Insignia to purchase at its expense term
life insurance on the life of Mr. Siegel with a death benefit of $5,000,000, the
beneficiaries of which are to be designated by Mr. Siegel.

     Mr. Siegel has agreed not to compete with either  Insignia or  Insignia/ESG
for two  years  after  the  termination  of the  agreement  and as  compensation
therefor,  Mr. Siegel  received a $300,000  advance payment to be allocated over
two years.  Upon Mr. Siegel's death,  the agreement,  as amended,  provides that
Insignia/ESG  shall pay Mr.  Siegel's  estate  $1,000,000  per annum  during the
remaining  term of the  agreement,  not to  exceed  one year.  If Mr.  Siegel is
terminated  for cause (as defined in the  agreement,  as amended),  Insignia/ESG
shall pay Mr. Siegel his base salary, as in effect, up to and including the date
on which the termination  occurred.  If Mr. Siegel is terminated  without cause,
Mr. Siegel shall, at his election,  either observe the non-compete agreement and
receive the  compensation  provided for in the agreement until December 31, 1999
or accept other employment that violates the non-compete and receive  $1,000,000
per year until  December 31, 1999,  less the  aggregate  amount of  compensation
payable to him for such new employment.

     Upon the consummation of the Distribution, Mr. Siegel's options to purchase
Insignia  Common Stock will be (i) in the case of options  granted to Mr. Siegel
by Insignia after Insignia  purchased  Edward S. Gordon Company,  Inc.  ("ESG"),
assumed by Holdings at a price subject to  adjustment  of the exercise  price in
connection  with the  Distribution;  and (ii) in the case of options  granted by
Insignia to Mr. Siegel by ESG that Insignia assumed when Insignia purchased ESG,
purchased by Insignia for a per option cash payment equal to the spread  between
the exercise price of such option and the per share  consideration  for Insignia
Common Stock paid by AIMCO in the Merger.

Edward S. Gordon

     Insignia,  Insignia/ESG,  and Edward S. Gordon are parties to an employment
agreement dated as of June 17, 1996, as amended,  which became effective on July
1,  1996 and  expires  on June 30,  2001,  subject  to  earlier  termination  or
extension as provided for in the  agreement.  Mr.  Gordon (i) receives an annual
base salary of $1,000,000  per annum,  (ii) received a one-time grant of options
to purchase up to 250,000  shares of Insignia  Common Stock at $27.125 per share
that vest in five equal installments  commencing on January 1, 1997 (the AGordon
Options"),  and (iii) received the payment of commissions  earned on or prior to
December 31, 1996,  at certain  rates and for certain  identified  transactions,
each as set forth in the  agreement.  The agreement  also provides for an annual
bonus payment for the year ending December 31,  1997 and each subsequent year or
part  thereof,  which is  subject  to a bonus  plan (the  "Gordon  Bonus  Plan")
approved by stockholders  on April 30,  1997. The Gordon Bonus Plan provides for
an annual bonus for the year ending December 31, 1997 (or part thereof) and each
subsequent year (or part thereof) during the term of the employment agreement in
an amount equal to 0.75% of Insignia/ESG's gross revenues for such year (or part
thereof), if Insignia/ESG's EBITDA, after adjustment for any bonus payable under
the Gordon Bonus Plan with respect to such year (or part  thereof),  is not less
than the Target Amount (as defined below) for such year (or pro rata portion for
partial years); provided, however, that in the event Insignia/ESG's EBITDA as so
calculated  is less than the Target  Amount  (or pro rata  portion  for  partial
years),  the  amount  of such  bonus  shall be  reduced  by the  amount  of such
deficiency.   With   respect  to  any  year   "Target   Amount"  is  defined  as
Insignia/ESG's  budgeted  EBITDA  for  such  year as  determined  by  Insignia's
Compensation Committee prior to the commencement of such year (and which was $14
million for the year ended December 31, 1997) provided,  however,  that budgeted
EBITDA for any year shall not be more than 110% of the  budgeted  EBITDA for the
immediately  preceding year, and provided further, that the Target Amount may be
increased or decreased  from time to time if Insignia=s  Compensation  Committee
reasonably  determined that anticipated increases or decreases in Insignia/ESG's
EBITDA  must be  reflected  as a result  of any  acquisitions  or  dispositions,
respectively, by Insignia/ESG.

     Mr. Gordon has agreed not to compete with either  Insignia or  Insignia/ESG
for  five  years  after  the  termination  of  the  agreement.  As  compensation
therefore,  Mr. Gordon received a $1,000,000  advance payment on July 1, 1996 to
be  allocated  over five  years.  Mr.  Gordon's  options to  purchase  shares of
Insignia  Common  Stock will  convert to options to purchase  shares of Holdings
Common Stock upon the consummation of the Distribution.

     If Mr.  Gordon  is  terminated  for cause (as  defined  in the  agreement),
Insignia/ESG  shall pay Mr.  Gordon his base  salary,  as in  effect,  up to and
including the date on which the termination  occurred.  Upon termination without
cause or due to death,  Insignia/ESG,  Inc. shall pay Mr. Gordon  $1,200,000 per
year until June 30, 2001, if Mr. Gordon is terminated  without cause, or pay Mr.
Gordon's estate $1,200,000 per annum during the remaining term of the agreement,
not to exceed two years.

     The Gordon  Options  will be assumed by  Holdings  at the time at which the
Distribution is effective,  and the exercise price will be adjusted to an amount
equal to the average closing price of Insignia/ESG Common Stock during its first
three trading days.

James A. Aston and Frank M. Garrison

     Messrs.  James A. Aston and Frank M.  Garrison  are  employed  by  Insignia
pursuant to separate employment agreements with Insignia, dated as of January 1,
1998 (the  "Executive  Employment  Agreements"),  which provide for Mr. Aston to
serve as Office of the Chairman and Chief Financial  Officer of Insignia and for
Mr.  Garrison to serve as  Executive  Managing  Director  and  President  of the
Financial Services Division of Insignia until December 31, 2000, or such earlier
date as provided therein.  Messrs. Aston and Garrison each are to receive a base
salary of $400,000 per year, subject to such  discretionary  increases as may be
determined by the Board of Directors,  and a bonus to be determined  annually by
the Board of Directors. Messrs. Aston and Garrison each have agreed that for one
year after the  termination  of his Executive  Employment  Agreement he will not
solicit  business from any of  Insignia's  customers or clients with whom he has
had  "material  contact"  (as defined in the  Executive  Employment  Agreements)
during the twelve month period preceding the date of cessation of his employment
with Insignia, and he will neither solicit employees of Insignia to work for any
competitor of Insignia nor purchase any limited  partner  units of  partnerships
controlled   directly  or  indirectly  by  Insignia  for  two  years  after  the
termination  of his Executive  Employment  Agreement.  Pursuant to the Executive
Employment  Agreements,  Messrs.  Aston and Garrison each have borrowed $500,000
from  Insignia  at an  interest  rate of 6.5% per annum.  The  principal  of and
interest on such loans will be  forgiven  by  Insignia  subject to the terms and
conditions of the Executive Employment Agreements.  Insignia is obligated to pay
the premium for a $5 million term life  insurance  policy on the life of each of
Messrs.  Aston and Garrison,  the beneficiaries of which are to be designated by
Messrs. Aston and Garrison, respectively. Upon termination of Mr. Aston's or Mr.
Garrison's  employment  for any reason other than death,  Insignia must transfer
ownership of such policy to him or his designee.

     Each  of the  Executive  Employment  Agreements  provides  that  it will be
terminated  in the event that  Messrs.  Aston or  Garrison,  as  applicable,  is
disabled during his employment with Insignia, whereupon Insignia will pay 75% of
his salary for the remaining  term of his  Executive  Employment  Agreement.  If
Messrs.  Aston or  Garrison  dies  during the term of his  Executive  Employment
Agreement,  Insignia  will pay to his estate his salary for the remainder of the
term of his  Executive  Employment  Agreement.  If Messrs.  Aston or Garrison is
terminated  without cause,  Insignia will pay his salary through the term of his
Executive Employment Agreement.  Upon termination without cause, all options and
warrants  granted to Messrs.  Aston and Garrison  will vest  immediately  and be
exercisable.

     The Executive  Employment  Agreements provide that upon the occurrence of a
Significant  Transaction,  Insignia  shall  pay to each  of  Messrs.  Aston  and
Garrison an amount equal to (i) the discretionary bonus he received with respect
to the year  prior to the year in which the  Significant  Transaction  occurred,
plus (ii) $33,333 per month for each month or part  thereof  after June 30, 1998
if the  Significant  Transaction  occurs  after  June  30,  1998.  Although  the
execution  and  delivery  of the  Merger  Agreement  constituted  a  Significant
Transaction under the each of the Executive Employment Agreements,  any right to
payment  under the  Executive  Employment  Agreements  will not apply unless the
transactions contemplated by the Merger Agreement are consummated.  In addition,
upon the  occurrence of a Significant  Transaction,  Messrs.  Aston and Garrison
each may elect to convert his employment  agreement into a consulting  agreement
with the same terms and conditions as his Executive  Employment  Agreement.  The
Executive  Employment  Agreements  also  provide that upon the  occurrence  of a
Material Asset Disposition, Insignia will pay each of Messrs. Aston and Garrison
a cash bonus equal to 0.25% of the  consideration  received by Insignia  and its
shareholders as a result of such Material Asset Disposition.

     To the extent Messrs.  Aston or Garrison would be subject to the excise tax
under  Section  4999 of the Code on  amounts or  benefits  to be  received  from
Insignia  required to be included in the  calculation of parachute  payments for
purposes of Sections 280G and 4999 of the Code, the amounts of any such payments
will be  automatically  reduced to an amount one dollar less than an amount that
would subject Messrs.  Aston or Garrison to the excise tax under Section 4999 of
the Code,  provided that the automatic reduction shall apply only if the reduced
payments  received by Messrs.  Aston or  Garrison  (after  taking  into  account
further  reductions  for  applicable  taxes) would be greater than the unreduced
payments to be received by Messrs. Aston or Garrison, after applicable taxes.

     As a result of the  execution of the Merger  Agreement,  Messrs.  Aston and
Garrison each can convert his Executive  Employment  Agreement into a consulting
agreement. Messrs. Aston and Garrison have agreed to make such a conversion upon
consummation of the Merger.  AIMCO has agreed to pay Messrs.  Aston and Garrison
their  salaries from the date of  consummation  of the Merger until December 31,
2000.  Upon the  consummation  of the  Distribution,  Insignia will purchase Mr.
Aston=s and Mr.  Garrison=s  options and  warrants to purchase  Insignia  Common
Stock for a payment equal to the  difference  between the exercise price of such
option or warrant and $25.00 per share.





Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain information regarding the beneficial
ownership of the Common  Stock as of February 28, 1998 by: (i) each  stockholder
known by Insignia to beneficially own in excess of 5% of the outstanding  shares
of Common Stock, (ii) each director, (iii) the Chairman, Chief Executive Officer
and  President,  and each of the other four most  highly  compensated  executive
officers,  and (iv) all directors and executive  officers as a group.  Except as
otherwise  indicated in the footnotes to the table, the persons named below have
sole voting and investment power with respect to the shares  beneficially  owned
by such persons.

                                                                     Beneficial
                                                                     Ownership
Name and Address                              Shares                   Percent

Metropolitan Acquisition Partners IV, L.P.  2,237,258                    7.3%
c/o Metro Shelter Directives, Inc.
One Insignia Financial Plaza
Greenville, South Carolina 29602

Andrew L. Farkas                            5,760,499 (1)               18.4%
Insignia Financial Group, Inc.
One Insignia Financial Plaza
Greenville, South Carolina 29602

Apollo Real Estate Investment Fund, L.P.    3,944,686 (2)               12.4%
c/o Apollo Real Estate Fund, L.P.
2 Manhattanville Road
Purchase, New York  10577

Janus Capital Corporation(3)                2,206,700                    7.2%
100 Filmore Street, Suite 300
Denver, Colorado  80206

The Capital Group Companies, Inc. (4)       3,274,230                   10.6%
333 South Hope Street
Los Angeles, California  90071

Perkins Capital Management, Inc.            2,580,100 (5)                8.3%
730 East Lake Street
Wayzata, Minnesota 55391

Palisade Capital Management, L.L.C.         1,787,862 (6)                5.7%
1 Bridge Plaza, Suite 695
Fort Lee, New Jersey 07024


Robert J. Denison(7)(8)                       403,724                    1.3%

Robin L. Farkas(7)(9)                         166,777                      *

Merril M. Halpern(10)                          24,000                      *

Robert G. Koen(11)                             24,000                      *

Michael Lipstein(7)(11)                       124,707                      *

Buck Mickel(7)(11)                             77,668                      *

James A. Aston(12)                            304,983                    1.0%

Frank M. Garrison(13)                         217,139                      *

Edward S. Gordon(14)                          695,879                    2.3%

Stephen B. Siegel(15)                         171,680                      *

All directors and executive officers        9,181,138                   27.9%
as a group (23 individuals)(1)(16)(17)

*     Less than one percent.

(1)  Includes  shares owned by (i)  Metropolitan  Acquisition  Partners IV, L.P.
     ("MAP IV"), (ii) Metropolitan Acquisition Partners V, L.P. ("MAP V"), (iii)
     Metro Shelter Directives, Inc. and MV, Inc., the general partners of MAP IV
     and MAP V, respectively, (iv) certain stockholders who have granted proxies
     to MAP IV and MAP V, and (v) certain stockholders  (including  Charterhouse
     Equity  Partners,  L.P.  ("CEP")  and  affiliates  of  Apollo  Real  Estate
     Advisors,  L.P.) who are party to a  stockholders  agreement with Andrew L.
     Farkas.  Includes  748,000 shares subject to options and warrants which are
     or will  become  exercisable  within  60 days.  Includes  3,333  shares  of
     restricted  stock  which will vest  within 60 days,  the  remaining  93,333
     shares will vest ratably over the next 56 months.

(2)  Includes  securities  owned by various  affiliates  of Apollo  Real  Estate
     Investment Fund, L.P., including 1,392,916 shares subject to warrants which
     are or will become exercisable within 60 days.

(3)  Janus Capital Corporation is a registered investment advisor that furnishes
     investment  advice to  individual  and  institutional  clients  and certain
     mutual funds. The foregoing is based upon a Schedule 13G,  Amendment No. 7,
     filed  by  Janus  Capital  Corporation  with the  Securities  and  Exchange
     Commission on or about February 13, 1998.

(4)  The Capital Group Companies, Inc. ("Capital") is the parent holding company
     of a group  of  investment  management  companies.  Capital  does  not have
     investment  power  or  voting  power  over any of the  securities  reported
     herein.  Capital Guardian Trust Company, a bank as defined in Section 3(a)6
     of the  Securities  Exchange Act of 1934 and a wholly owned  subsidiary  of
     Capital,  is the  beneficial  owner of the  reported  shares as a result of
     serving as the investment manager of various  institutional  accounts.  The
     reported  shares  include   424,530  shares   resulting  from  the  assumed
     conversion  of  225,000  shares of the 6 1/2% Trust  Convertible  Preferred
     Securities issued by Insignia Financing I, a subsidiary of the Company. The
     foregoing is based upon a Schedule 13G filed by Capital with the Securities
     and Exchange Commission on or about February 10, 1998.

(5)  Perkins Capital  Management,  Inc. is a registered  investment advisor that
     furnishes investment advice to individual and institutional  clients and to
     certain  mutual funds.  The reported  shares include  1,870,000  shares and
     210,000 warrants  (exercisable  within 60 days) owned by clients of Perkins
     Capital Management,  Inc. and 500,000 warrants (exercisable within 60 days)
     owned by Perkins  Opportunity  Fund. The foregoing is based upon a Schedule
     13G, Amendment No. 9, filed by Perkins Capital Management, Inc. on or about
     January 30, 1998.

(6)  Palisade Capital Management, L.L.C. is a registered investment advisor that
     furnishes investment advice to individual and institutional  clients and to
     certain mutual funds.  The reported shares include 683,965 shares resulting
     from  the  assumed  conversion  of  362,501  shares  of  the 6  1/2%  Trust
     Convertible   Preferred  Securities  issued  by  Insignia  Financing  I,  a
     subsidiary of the Company. The foregoing is based upon a Schedule 13G filed
     by Palisade Capital Management, L.L.C. on or about February 9, 1998.

(7)  Messrs.  Denison,  Lipstein,  Mickel and Robin L.  Farkas are each  limited
     partners in MAP IV.

(8)  Includes  133,600 shares held by First Security  Associates L.P., a limited
     partnership of which Mr. Denison is the sole general  partner,  and 246,100
     shares held by First  Security  Company II, L.P., a limited  partnership of
     which Mr.  Denison is the sole  general  partner.  Includes  10,000  shares
     subject  to options  and  warrants  which are  exercisable  or will  become
     exercisable  within  60 days,  but  excludes  43,600  shares  held by First
     Security  International  Fund,  Ltd., a Cayman Islands  company,  for which
     First  Security  Management,  Inc., a New York  corporation,  serves as the
     investment  advisor.  Mr.  Denison  is  the  President  of  First  Security
     Management, Inc.

(9)  Includes  24,000  shares  subject  to  options  which  are or  will  become
     exercisable   within  60  days,  and  88,129  shares  owned  by  a  general
     partnership for which Mr. Farkas shares voting power.

(10) Includes  24,000  shares  subject  to  options  which  are or  will  become
     exercisable  within 60 days. Does not include  675,838 shares  beneficially
     owned by CEP and an associated entity.  Charterhouse  Group  International,
     Inc.  ("Charterhouse"),  of which Mr.  Halpern  is  Chairman  of the Board,
     indirectly  controls CEP and may be deemed to beneficially own such shares.
     Mr. Halpern disclaims beneficial ownership of any shares beneficially owned
     by Charterhouse.

(11) Includes  24,000  shares  subject  to  options  which  are or  will  become
     exercisable within 60 days.

(12) Includes  233,000  shares subject to options and warrants which are or will
     become exercisable within 60 days.  Includes 834 shares of restricted stock
     which will vest within 60 days and the remaining 23,333 shares vest ratably
     over the next 56 months.

(13) Includes  176,500  shares subject to options and warrants which are or will
     become exercisable within 60 days.  Includes 834 shares of restricted stock
     which will vest within 60 days and the remaining 23,333 shares vest ratably
     over the next 56 months.

(14) Includes  100,000  shares  subject  to  options  which  are or will  become
     exercisable within 60 days.

(15) Includes  171,680  shares  subject  to  options  which  are or will  become
     exercisable within 60 days.

(16) Includes 2,353,900 shares subject to options and warrants which are or will
     become  exercisable  within 60 days.  Includes  5,835 shares of  restricted
     stock which will vest within 60 days and the remaining  163,332 shares will
     vest ratably over the next 56 months.

(17) No directors or executive officers  beneficially own any of the outstanding
     6 1/2% Trust Convertible  Preferred Securities issued by Insignia Financing
     I, a subsidiary of the Company.


Item 13.  Certain Relationships and Related Transactions

General

     Andrew L.  Farkas  is the sole  director  and  stockholder  of the  general
partner of MAE, which owns a one percent interest in MAE. Mr. Farkas is also the
sole stockholder and director, and the President, of MAG. Mr. Farkas is the sole
stockholder of the general  partner of MAP IV; the general  partner of MAP IV is
generally  entitled to receive 50% of all distributions  made by MAP IV, and Mr.
Farkas holds an additional 5% limited partnership interest in MAP IV. Mr. Farkas
is also  the sole  stockholder  of the  general  partner  of MAP V; the  general
partner of MAP V is generally  entitled to receive 30% of all distributions made
by MAP V. Mr.  Farkas  owned an  equity  interest  in CEP's  predecessor,  which
dissolved in December 1995 and distributed 675,838 shares of Common Stock to CEP
and an associated entity and 426,788 shares of Common Stock to Mr. Farkas.

     As of the date  hereof,  (i)  Insignia  owns a 19.13%  limited  partnership
interest in MAE (as of January 1, 1998,  this interest was transferred to Andrew
L. Farkas  under his  amended  employment  agreement),  (ii) MAP IV owns a 64.5%
limited  partnership  interest  in  MAE,  and  (iii)  MAP V owns a 9.5%  limited
partnership   interest  in  MAE.  Effective  September  1993,  the  Compensation
Committee of the Board of Directors of Insignia  authorized  the assignment of a
one-half  of one  percent  limited  partnership  interest  in MAE to each of six
employees,  including  Messrs.  Aston and  Garrison  and three  other  executive
officers  of  the   Company.   In  addition,   Metropolitan   Partners  I,  L.P.
("Metropolitan"),  a limited  partnership  in which a  corporation  owned by Mr.
Farkas is the general partner and Mr. Aston and one other  executive  officer of
the Company are the limited partners,  owns a 1.05% limited partnership interest
in MAP IV.

Relationship with MAE

     MAE was formed in December 1990 to be the  principal  vehicle for acquiring
direct or indirect  control of interests in real  property that would be managed
or  serviced  by the  Company.  In August  1993,  the  Company  entered  into an
agreement  with MAE (the "MAE  Agreement")  whereby  (i) the  Company  agreed to
assist MAE as its advisor and agent in connection with MAE's acquisition,  asset
management,   property  management,   and  securitization   activities  and,  in
connection therewith,  to perform all related services,  (ii) the Company agreed
to render to MAE full investment banking, financial advisory,  recapitalization,
asset  restructuring,  securitization,  and mortgage  banking  services (as sole
compensation for the provision of such services,  the Company receives Incentive
Management Fees, Transaction Fees and Cost Reimbursements, as defined in the MAE
Agreement),  and (iii) the Company and MAE agreed that,  in the event either was
to obtain an  opportunity  to acquire  interests  in real  estate or in entities
which own or control  real  estate,  the  Company  would have the first right to
acquire such interests.  The Company and MAE did also agree in the MAE Agreement
that if the Company were to elect not to acquire any such interests, but MAE did
elect to acquire such interests and the Company elected to provide any financing
to MAE for such acquisition, then such financing would be by means of loans that
would  bear  interest  at a rate  equal to the rate then paid by the  Company on
indebtedness  under a revolving credit facility.  If the Company was not a party
to a  revolving  credit  facility,  such rate  would be the  estimated  rate the
Company would pay on indebtedness incurred under a revolving credit facility. As
a result of the merger of MAE GP  Corporation  (described  below)  with and into
Insignia   Properties  Trust  (defined  below),   the  MAE  Agreement  has  been
terminated.

MAE GP Merger

     Effective as of March 7, 1998, MAE GP Corporation  ("MAE GP"),  which until
then was a  wholly-owned  subsidiary  of MAE, was merged with and into  Insignia
Properties Trust, a real estate investment trust controlled by Insignia ("IPT"),
with IPT surviving the merger (the "MAE GP Merger").  As  consideration  for the
MAE GP Merger,  IPT  issued  332,300  shares of the  common  stock of IPT to MAE
valued for purposes of the MAE GP Merger at $10.53 per share.

     MAE GP owned or controlled  equity interests in entities which comprised or
controlled the general  partners of 29 public and 76 private real estate limited
partnerships (collectively,  the "MAE Partnerships").  The MAE Partnerships own,
in the aggregate,  169 properties  containing  approximately  32,000 residential
apartment units and approximately 2.3 million square feet of commercial space.

     In connection  with the MAE GP Merger,  all of the shares of Class B common
stock of Angeles Mortgage  Investment Trust, a real estate investment trust that
has entered into a definitive  agreement to be merged with IPT, which were until
then owned by MAE GP,  were  transferred  by dividend to MAE prior to the MAE GP
Merger.

     Also in connection with the MAE GP Merger,  on February 17, 1998,  Insignia
Properties,  L.P., which is the operating partnership of IPT ("IPLP"), purchased
certain assets described below from MAE for approximately  $596,000.  The assets
purchased by IPLP from MAE  consisted of (i) a 99% limited  partner  interest in
Insignia Jacques Miller, L.P. ("IJM"), which in turn owns non-controlling equity
interests in entities that comprise or control the general partners of 30 of the
MAE  Partnerships  and various notes receivable (the 1% general partner interest
in IJM was acquired by IPT from MAE GP in the MAE GP Merger),  and (ii) a 6.557%
limited partner  interest in Buccaneer Trace Limited  Partnership,  which owns a
208-unit residential apartment complex located in Savannah, Georgia.

     Also in connection with the MAE GP Merger,  on February 17, 1998,  Insignia
contributed  all  of  the  limited  partner   interests  it  owned  in  the  MAE
Partnerships  to IPLP in exchange for units of limited  partnership in IPLP ("OP
Units").  The value of the interests  contributed was approximately  $5,460,000,
for which  Insignia  received  518,528 OP Units  (based on a value of $10.53 per
unit).



<PAGE>

Winthrop Transaction

     On October 27, 1997,  Insignia  consummated  a  transaction  with  Winthrop
Financial  Associates,  a Limited  Partnership  ("WFA"),  which is controlled by
Apollo Real Estate Investment Fund, L.P., and certain  affiliates of WFA whereby
Insignia  acquired,  among other things,  limited  partner  interests in, or the
right to acquire units of limited partner interests in (together,  the "Winthrop
Units"),  two  public and 11  private  real  estate  limited  partnerships  (the
"Winthrop Partnerships"),  which own, in the aggregate, 29 properties containing
approximately  12,100  residential  apartment  units,  and the right to  receive
certain asset management, investor services and partnership management fees from
ten of the Partnerships  which totaled $987,602 in 1996 (the base upon which the
purchase  price paid by  Insignia  was  calculated)  (the  "Winthrop  Fees," and
together with the Winthrop Units, the "Winthrop Interests").

     The Winthrop  Partnerships  are  controlled by WFA. In connection  with the
foregoing transaction,  IPT I LLC, a Delaware limited liability company which is
owned 90.1% by Insignia and 9.9% by IPT,  acquired an associate  general partner
interest  in WFA,  as a result of which  IPT I LLC has the power to  effectively
control all property  management  decisions  relating to the properties owned by
six of the Winthrop Partnerships. Insignia also acquired all of the newly-issued
Class B stock of First Winthrop  Corporation  ("FWC"),  which  immediately prior
thereto was a wholly-owned  subsidiary of WFA, as a result of which Insignia has
the right to  appoint  the two Class B  directors  of FWC,  who in turn have the
power to effectively control all property  management  decisions relating to the
properties owned by the other seven Winthrop  partnerships.  In addition,  IPT I
LLC  and  Insignia  caused  the  respective  general  partners  of the  Winthrop
Partnerships to subcontract with IPGP Corporation,  a wholly-owned subsidiary of
Insignia ("IFGP"), to perform the asset management and other services in respect
of which the Winthrop  Fees are payable on behalf of such general  partners,  in
exchange for which IFGP was assigned the rights to receive the Winthrop Fees.

     On February  17,  1998,  Insignia  granted  IPLP an option  (the  "Winthrop
Option") to acquire all but not less than all of the  Winthrop  Interests at any
time on or before  December 31, 1998. The Winthrop Option is exercisable by IPLP
for an aggregate cash amount of approximately $46 million,  plus varying amounts
of  interest  on  approximately  $40  million of such  amount at a rate equal to
Insignia's cost of funds (based on the interest rate in effect from time to time
under  Insignia's  revolving  credit  facility)  and a  ratable  portion  of the
transaction costs incurred by Insignia in connection with the acquisition.  Upon
exercise of the Winthrop  Option,  the Operating  Agreement of IPT I LLC will be
amended  to make  IPT the  sole  managing  member  of IPT I LLC,  with  the sole
authority to manage the  business  and affairs of IPT I LLC,  and Insignia  will
cause the persons  designated  by IPLP from time to time to be  appointed as the
Class B directors of FWC.

Services

     Since January 1, 1992,  Insignia has provided property  management services
and other management and administrative  services for essentially all properties
and other assets owned or otherwise controlled by MAE. Insignia was paid a total
of $29,600,000 in the year ended December 31, 1997, for such services.

     Since  the   inception  of  Insignia,   MAG  has  provided   restructuring,
acquisition,   and  debt  workout   services  to  Insignia,   MAE,  and  various
partnerships  controlled  by  either  Insignia  or MAE.  During  the year  ended
December 31, 1997,  MAE paid Insignia  investment  banking fees in the amount of
$2,041,000  in  connection  with the  services  rendered  to MAE and its various
subsidiaries.



<PAGE>

Loans and Guarantees

     During the fiscal years 1995 and 1996,  Insignia loaned MAE an aggregate of
$69,000,  and  $50,000,  respectively,   which  funds  generally  were  used  in
connection with the servicing and  restructuring of pre-existing  obligations of
certain  apartment  complexes  controlled by MAE.  During the fiscal years 1995,
1996 and 1997,  MAE repaid an aggregate  of  $167,300,  $173,000 and $287,000 on
these and previous  similar  loans,  respectively.  As of December 31, 1997,  an
aggregate of $166,000 in principal was outstanding.  Such loans bear interest at
the prime rate plus one  percent per annum,  are  non-recourse  to MAE,  and are
repayable from the operations of the relevant properties.

     The Company  guaranteed  certain  notes  payable of MAE and its  affiliates
totaling  approximately  $204,000.  During  1997,  the notes  were  deemed to be
uncollectible and $129,000 was written off.

     In  connection  with the  acquisition  by an  affiliate  of MAE of  certain
general  partnership  interests  (pursuant to which Insignia  received  material
management  rights),  Insignia  guaranteed,  on behalf of an  affiliate  of MAE,
certain notes payable  totaling  $240,000.  Final payment to repay such notes in
full was made during 1997.

     During  1997 a loan in the amount of  $150,000  was made by the  Company to
Henry Horowitz, an executive officer. The loan bears interest at the rate of ten
percent  per  annum.  $75,000  of such  loan and the  interest  to date  will be
forgiven on August 30, 1998 with the remaining  principal and interest  forgiven
on August 30, 1999 as long as his employment  has not been  terminated for cause
or because of his  voluntary  resignation.  See  "Compensation  of Directors and
Executive  Officers - Employment  Agreements" for a description of loans made to
Andrew L. Farkas and Stephen B. Siegel.

Registration Rights

     Insignia  has  granted  to MAP IV,  MAP V, CEP,  APTS  Partners,  L.P.  (an
affiliate of Apollo) and certain of its  affiliates  ("APTS") and other  persons
rights,  subject to certain  exceptions,  to require Insignia to include, in any
registration  statement  filed by  Insignia,  any or all  equity  securities  of
Insignia that each such person owns. In connection with the  registration  under
the  Securities  Act of  1933,  as  amended,  of the 6  1/2%  Trust  Convertible
Preferred  Securities of Insignia  Financing I, a subsidiary of the Company,  in
January 1997,  certain holders of registration  rights,  including APTS, CEP and
Neil Kreisel,  an Executive  Managing  Director of the Company,  exercised their
rights to have shares of Common Stock  included in the  registration  statement.
All expenses incurred by Insignia in connection with such registration were paid
by Insignia.

Stockholders Agreements

     Insignia,  Andrew  L.  Farkas,  MAP  IV,  MAP  V,  CEP  and  certain  other
stockholders  are  parties  to  a  Stockholders   Agreement  (the  "Stockholders
Agreement")  with  respect  to the  securities  of  Insignia.  The  Stockholders
Agreement  provides  that at the  request  of CEP,  each of MAP IV,  MAP V, CEP,
Andrew L. Farkas and the other parties to the  agreement  will vote their shares
for one director designated by CEP (currently Mr. Halpern) and CEP will vote its
shares for such other directors as may be designated by Mr. Farkas. The terms of
the Stockholders  Agreement also apply to the permitted transferees of shares of
the parties to the  Stockholders  Agreement.  The  Stockholders  Agreement  will
terminate in May 2002 unless earlier terminated or extended.


<PAGE>

                                    SIGNATURE

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                             INSIGNIA FINANCIAL GROUP, INC.



                       By:   /s/Ronald Uretta
                       ----------------------
                             Ronald Uretta
                             Chief Operating Officer



<PAGE>



                                                        

                                  EXHIBIT INDEX


NUMBER                                               EXHIBIT
 
3.1  Certificate  of  Incorporation  of  Insignia   Financial  Group,  Inc.,  as
     amended.(i)
 
3.2  By-Laws of Insignia Financial Group, Inc.(i)

4.1  Certificate of  Designation of Series A Preferred  Stock Par Value $.01 Per
     Share of Insignia Financial Group, Inc.(iii)

4.2  Certificate  of  Correction  to  Certificate  of  Designation  of  Series A
     Preferred  Stock Par  Value  $.01 Per Share of  Insignia  Financial  Group,
     Inc.(iii)

4.3  Securities  Purchase  Agreement  dated  as of May  27,  1992  by and  among
     Insignia Financial Group, Inc.,  Metropolitan  Acquisition Partners V, L.P.
     and IFG Limited  Liability  Company.  Incorporated  by reference to Exhibit
     28.3 to Form 8-K of Registrant dated June 2, 1992.

4.4  Warrant  Agreement dated as of January 17, 1995 between Insignia  Financial
     Group, Inc. and APTS Partners, L.P.(vi)

4.5  Certificate of Designation, Preferences and Rights of the 7.5% Step-Up Rate
     Cumulative   Convertible  Preferred  Stock  of  Insignia  Financial  Group,
     Inc.(vi)

4.6  Warrant No. 32 to purchase 50,000 shares of Insignia  Financial Group, Inc.
     Class A Common Stock issued to Marvin Chudnoff (vii)

4.7  Warrant  issued  to APTS  Partners,  L.P.  to  purchase  300,000  shares of
     Insignia Financial Group, Inc. Class A Common Stock. (vii)

4.8  Warrant  issued  to APTS  Partners,  L.P.  to  purchase  137,500  shares of
     Insignia Financial Group, Inc. Class A Common Stock. (vii)

4.9  Warrant No. 12 to purchase 46,800 shares of Insignia  Financial Group, Inc.
     Class A Common Stock issued to The J & P O'Donnell Revocable Trust. (vii)

4.10 Warrant No. 13 to purchase 23,400 shares of Insignia  Financial Group, Inc.
     Class A Common Stock issued to The D & S Grant Revocable Trust. (vii)

4.11 Warrant No. 14 to purchase 23,400 shares of Insignia  Financial Group, Inc.
     Class A Common Stock issued to The J & C Westling Revocable Trust. (vii)

4.12 Warrant No. 15 to purchase 23,400 shares of Insignia  Financial Group, Inc.
     Class A Common Stock issued to Douglas C. Neff. (vii)

4.13 Warrant No. 16 to purchase 13,000 shares of Insignia  Financial Group, Inc.
     Class A Common Stock issued to John G. Combs. (vii)

4.14 Convertible  Promissory Note from Insignia Financial Group, Inc. to Douglas
     C. Neff in the amount of $400,000. (vii)

4.15 Convertible  Promissory Note from Insignia Financial Group, Inc. to The J &
     C Westling Revocable Trust in the amount of $400,000. (vii)

4.16 Convertible  Promissory Note from Insignia Financial Group, Inc. to The D &
     S Grant Revocable Trust in the amount of $400,000. (vii)

4.17 Convertible  Promissory Note from Insignia Financial Group, Inc. to The J &
     P O'Donnell Revocable Trust in the amount of $800,000. (vii)

4.18 Warrant No. 33 to purchase 63,750 shares of Insignia  Financial Group, Inc.
     Class A Common Stock issued to Gotham Partners, L.P. (vii)

4.19 Warrant No. 34 to purchase 38,958 shares of Insignia  Financial Group, Inc.
     Class A Common Stock issued to APTS V, L.L.C. (vii)

4.20 Declaration of Trust of Insignia  Financing I, dated as of October 4, 1996,
     among First Union Bank of Delaware,  as Delaware Trustee, and John K. Lines
     and Ronald Uretta, Trustees incorporated herein by reference to Exhibit 4.1
     of Form S-3 of the Registrant filed on December 10, 1996.

4.21 Amended and Restated Declaration of Trust of Insignia Financial I, dated as
     of November 1, 1996,  among  Insignia  Financial  Group,  Inc., as Sponsor,
     First Union National Bank of South  Carolina,  as Property  Trustee,  First
     Union Bank of Delaware,  as Delaware Trustee and Andrew L. Farkas,  John K.
     Lines  and  Ronald  Uretta  as  Regular  Trustees  incorporated  herein  by
     reference  to Exhibit 4.2 of Form S-3 of the  Registrant  filed on December
     10, 1996.

4.22 Indenture for the 6.5%  Convertible  Subordinated  Debentures,  dated as of
     November 1, 1996,  between Insignia  Financial Group,  Inc., as Issuer, and
     First Union National Bank of South Carolina, as Trustee incorporated herein
     by reference to Exhibit 4.3 of Form S-3 of the Registrant filed on December
     10, 1996.

4.23 Warrant  Agreement  dated as of June 30, 1996 by and between Paragon Group,
     L.P. and Insignia Financial Group, Inc. incorporated herein by reference to
     Exhibit 4.1 of Form 8-K of Registrant filed on July 15, 1996.

4.24 Warrant No. 38 to Purchase up to 50,000  Shares of Class A Common  Stock of
     Insignia  Financial Group, Inc. issued to Paragon Group, L.P.  incorporated
     herein by reference to Exhibit 4.2 of Form 8-K of Registrant  filed on July
     15, 1996.

10.1 Insignia 1992 Stock  Incentive  Plan, as amended through March 28, 1994 and
     November  13,  1995,  incorporated  by  reference  to  Exhibit  B to  Proxy
     Statement of Registrant filed on April 22, 1996.

10.2 Employment  Agreement  dated as of July 20,  1995 by and  between  Insignia
     Financial Group, Inc. and Thomas R. Shuler. (vii)

10.3 Amendment No. 1 dated as of February 19, 1996 to the  Employment  Agreement
     by and between Insignia Financial Group, Inc. and Thomas R. Shuler. (vii)

10.4 Amendment  No. 1 dated as of April 1, 1995 to the  Employment  Agreement by
     and between Insignia Financial Group, Inc. and James A. Aston. (vii)

10.5 Amendment  No. 1 dated as of June 20, 1995 to the  Employment  Agreement by
     and between Insignia Financial Group, Inc. and Andrew L. Farkas. (vii)

10.6 Amendment  No. 1 dated as of April 1, 1995 to the  Employment  Agreement by
     and between Insignia Financial Group, Inc. and Frank M. Garrison. (vii)

10.7 Amendment  No. 1 dated as of April 1, 1995 to the  Employment  Agreement by
     and between Insignia Financial Group, Inc. and Ronald Uretta. (vii)

10.8 Amendment  No. 2 dated as of March 1, 1996 to the  Employment  Agreement by
     and between Insignia Financial Group, Inc. and Andrew L. Farkas. (viii)

10.9 Amendment No. 2 dated as of February 20, 1996 to the  Employment  Agreement
     by and between Insignia Financial Group, Inc. and James A. Aston. (viii)

10.10Amendment No. 2 dated as of February 20, 1996 to the  Employment  Agreement
     by and between Insignia Financial Group, Inc. and Frank M. Garrison. (viii)

10.11Amendment No. 2 dated as of February 20, 1996 to the  Employment  Agreement
     by and between Insignia Financial Group, Inc. and Ronald Uretta. (viii)

10.12Purchase   Agreement  dated  as  of  December  31,  1996  between  GSSW-REO
     Ownership  Corporation,  GSSW Limited Partnership and Southwest Associates,
     L.P. with respect to all of the General Partnership and Limited Partnership
     Interests of Certain Limited Partnerships. (viii)

10.13Agreement of Limited Partnership of Southwest Associates,  L.P. dated as of
     the 31st day of December 1996. (viii)

10.14Registration  Rights  Agreement,  dated  November 1, 1996,  among  Insignia
     Financing I, and Insignia Financial Group, Inc. and Lehman Brothers,  Inc.,
     Dillon,  Read & Co., Inc.  Goldman,  Sachs & Co., and A.G.  Edwards & Sons,
     Inc.,  as Initial  Purchasers  incorporated  herein by reference to Exhibit
     10.1 to Form S-3 of Registrant filed on December 10, 1996.

10.15Asset  and  Stock  Purchase  Agreement  dated  as of June  17,  1996  among
     Insignia  Financial  Group,  Inc.,  Insignia Buyer  Corporation,  Edward S.
     Gordon Company  Incorporated,  Edward S. Gordon Company of New Jersey, Inc.
     and Edward S. Gordon  incorporated  herein by  reference  to Exhibit 2.1 of
     Form 8-K of Registrant dated July 1, 1996.

10.16Employment  Agreement  dated  as of June  17,  1996 by and  among  Insignia
     Financial  Group,  Inc.,  Insignia Buyer  Corporation  and Edward S. Gordon
     incorporated  herein by reference to Exhibit 10.2 of Form 8-K of Registrant
     dated July 1, 1996.

10.17Employment  Agreement  dated  as of June  17,  1996 by and  among  Insignia
     Financial Group, Inc., Insignia Buyer Corporation and Anthony M. Saytanides
     incorporated  herein by reference to Exhibit 10.3 of Form 8-K of Registrant
     dated July 1, 1996.

10.18Employment  Agreement  dated  as of June  17,  1996 by and  among  Insignia
     Financial  Group,  Inc.,  Insignia Buyer  Corporation and Stephen B. Siegel
     incorporated  herein by reference to Exhibit 10.4 of Form 8-K of Registrant
     dated July 1, 1996.

10.19Agreement  dated  as of May 31,  1996  among  Paragon  Group,  L.P.,  Texas
     Paragon Management  Partners,  L.P., Paragon Group Property Services,  Inc.
     and Insignia  Commercial  Group, Inc.  incorporated  herein by reference to
     Exhibit 10.1 of Form 8-K of Registrant dated July 1, 1996.

10.20Amended and Restated  Employment  Agreement,  dated January 1, 1997, by and
     among Insignia  Financial Group,  Inc.,  Insignia  Commercial Group,  Inc.,
     Insignia/Edward S. Gordon Co., Inc. and Stephen B. Siegel. (ix)

10.21Amendment  No.  1 to  Amended  and  Restated  Employment  Agreement,  dated
     December 18, 1997, by and among Insignia  Financial Group,  Inc.,  Insignia
     Commercial Group, Inc.,  Insignia/Edward S. Gordon Co., Inc. and Stephen B.
     Siegel. (ix)

10.22Stock  Purchase  Agreement,  dated March 19,  1997,  by and among  Insignia
     Commercial Group, Inc., Insignia Financial Group, Inc., Kirkland B. Armour,
     Scott J.  Brandwein,  Harvey B.  Camins,  James L.  Deiter,  Lyan  Homewood
     Fender,  Ronald T. Frain, Jay Hinshaw,  Thomas E. Moxley,  Robert B. Rosen,
     James H.  Swartchild,  Jr.,  David Tropp,  Gregg F. Witt,  Frain,  Camins &
     Swartchild   Incorporated,   FC&S  Management   Company  and   Construction
     Interiors,  Incorporated,  incorporated herein by reference to Exhibit 10.1
     to Form 8-K of Registrant filed April 17, 1997.

10.23Amended and Restated  Credit  Agreement  dated March 19, 1997, by and among
     Insignia  Financial  Group,  Inc.,  as  Borrower,  the Lenders  referred to
     therein,  First Union National Bank of South  Carolina,  as  Administrative
     Agent,  and  Lehman   Commercial   Paper,   Inc.,  as  Syndication   Agent,
     incorporated  herein by reference to Exhibit 10.1 to Form 8-K of Registrant
     dated March 19, 1997.

10.24Amendment No. 1 to Employment  Agreement,  made April 1, 1997, by and among
     Insignia  Financial Group,  Inc.,  Insignia/Edward  S. Gordon Co., Inc. and
     Edward S. Gordon. (ix)

10.25Amended and Restated Employment  Agreement,  made as of May 1, 1997, by and
     among Insignia  Financial Group,  Inc.,  Insignia  Commercial Group,  Inc.,
     Insignia/Edward S. Gordon Co., Inc. and Henry Horowitz. (ix)

10.26Amendment  dated  April 30,  1997,  to the 1992 Stock  Incentive  Plan,  as
     amended. (ix)

10.27Stock  Purchase  Agreement,  dated as of September  18, 1997,  by and among
     Insignia Financial Group, Inc., Insignia RO, Inc., Joseph T. Aveni, Vincent
     T. Aveni, James C. Miller,  Richard A. Golbach,  Joseph T. Aveni as Trustee
     of the  Joseph T. Aveni  Declaration  of Trust  dated  April 25,  1988,  as
     amended on August 10,  1995,  Vincent T. Aveni as Trustee of the Vincent T.
     Aveni  Declaration  of Trust  dated  February  11,  1988,  as  restated  on
     September  14,  1995,  Joseph T. Aveni as  Trustee of the  Vincent T. Aveni
     Dynasty Trust,  dated July 13, 1994, and Vincent T. Aveni as Trustee of the
     Joseph T. Aveni Dynasty Trust, dated July 13, 1994,  incorporated herein by
     reference to Exhibit 10.1 to Form 8-K of Regsitrant filed October 21, 1997.

10.28Shareholders'  Agreement dated as of October 7, 1997, by and among Insignia
     Financial Group,  Inc., and Joseph T. Aveni,  Joseph T. Aveni as Trustee of
     the Joseph T. Aveni  Declaration  of Trust dated April 25, 1988, as amended
     on August  10,  1995,  Vincent  T.  Aveni as Trustee of the Joseph T. Aveni
     Dynasty  Trust,  dated  July 12,  1994,  Vincent T. Aveni as Trustee of the
     Joseph T. Aveni  Dynasty  Trust  dated  July 12,  1994 FBO  Kristen  Aveni,
     Vincent T. Aveni as Trustee of the Joseph T. Aveni Dynasty Trust dated July
     12,  1994 FBO Kerri  Aveni,  Vincent  T.  Aveni as Trustee of the Joseph T.
     Aveni  Dynasty Trust dated July 12, 1994 FBO Benjamin  Aveni,  incorporated
     herein by reference to Exhibit 10.2 to Form 8-K of Registrant filed October
     21, 1997.

10.29Subscription  and Purchase  Agreement  dated as of October 27, 1997,  among
     Insignia   Financial  Group,  Inc.,  IPT  I  LLC,  and  Winthrop  Financial
     Associates,  First Winthrop  Corporation and certain  additional  entities,
     incorporated  herein by reference to Exhibit 10.1 to Form 8-K of Registrant
     filed November 10, 1997.

10.30Stockholders'  Agreement  dated as of October 27,  1997,  between  Winthrop
     Financial Associates and Insignia Financial Group, Inc, Incorporated herein
     by reference to Exhibit 10.2 to Form 8-K of Registrant  filed  November 10,
     1997.

10.31Amended and Restated  Employment  Agreement,  dated January 1, 1998, by and
     among Insignia  Financial  Group,  Inc. and Andrew Lawrence Farkas included
     elsewhere herein.

10.32Amended and Restated  Employment  Agreement,  dated January 1, 1998, by and
     among  Insignia  Financial  Group,  Inc.  and  Frank M.  Garrison  included
     elsewhere herein.

10.33Amended and Restated  Employment  Agreement,  dated January 1, 1998, by and
     among Insignia  Financial Group, Inc. and James A. Aston included elsewhere
     herein.

10.34Amended and Restated  Employment  Agreement,  dated January 1, 1998, by and
     among Insignia  Financial Group, Inc. and Ronald Uretta included  elsewhere
     herein.

21.  List of Subsidiaries. (vii)

23.  Consent of Independent  Auditors to Annual Report on Form 10-K for the year
     ended December 31, 1996. (viii)

99.  Form 11-K Re: Insignia Financial Group, Inc. 401(k) Retirement Savings Plan
     for year ended December 31, 1996.

(i)  Filed as an  exhibit  to  Registration  Statement  on Form S-4 of  Insignia
     Financial Group, Inc. (then MetSouth Financial  Corporation),  Registration
     No. 33-38094, on December 7, 1990, and incorporated herein by reference.

(iii)Filed as an Exhibit  to Annual  Report on Form 10-K of  Insignia  Financial
     Group,  Inc. for the year ended December 31, 1991, and incorporated  herein
     by reference.

(iv) Filed as an  Exhibit  to  Registration  Statement  on Form S-1 of  Insignia
     Financial Group, Inc.,  Registration No. 33-67486,  on October 13, 1993 and
     incorporated herein by reference.

(v)  Filed as an Exhibit  to Annual  Report on Form 10-K of  Insignia  Financial
     Group,  Inc. for the year ended December 31, 1993, and incorporated  herein
     by reference.

(vi) Filed as an Exhibit  to Annual  Report on Form 10-K of  Insignia  Financial
     Group,  Inc. for the year ended December 31, 1994, and incorporated  herein
     by reference.

(vii)Filed as an Exhibit  to Annual  Report on Form 10-K of  Insignia  Financial
     Group,  Inc. for the year ended December 31, 1995, and incorporated  herein
     by reference.

(viii) Filed as an Exhibit to Annual  Report on Form 10-K of Insignia  Financial
     Group,  Inc. for the year ended December 31, 1996, and incorporated  herein
     by reference.

(ix) Filed as an Exhibit to Annual  Report on Form 10-K/A of Insignia  Financial
     Group,  Inc. for the year ended December 31, 1997, and incorporated  herein
     by reference.