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

                                FORM 10-K/A No. 3

{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 1-13962

                         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  27,  1998 there were  outstanding  30,446,171  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


                        


<PAGE>

                                     Part IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

   (a) (1) and (2): The response to this portion of Item 14 is submitted as a
                    separate section of this report - see Page F-2.

      (3) Exhibits: See Exhibit Index contained herein.

     (b):           Reports on Form 8-K filed in fourth quarter of 1997:

                    Form 8-K dated September 17, 1997 and filed October 31, 1997
                    disclosing  the  completion  of tender  offers in six of the
                    partnerships  controlled by IPT, a controlled REIT affiliate
                    of the Registrant.

                    Form 8-K dated  October 10, 1997 and filed  October 22, 1997
                    disclosing Registrant's acquisition of Realty One, Inc.

                    Form 8-K dated October 27, 1997 and filed  November 10, 1997
                    disclosing Registrant's  acquisition of the Class B stock of
                    First Winthrop Corporation and limited partnership interests
                    in certain partnerships controlled by First Winthrop.

                    Form 8-K dated  September  17, 1997 and filed  November  20,
                    1997 disclosing Registrant's  acquisition of Barnes, Morris,
                    Pardoe & Foster.

                    Form 8-K dated November 14, 1997 and filed November 17, 1997
                    disclosing  Registrant's  announcement  that the preliminary
                    proxy   statement  for  the  pending   merger  of  IPT,  the
                    Registrants'   controlled  REIT   affiliate,   with  Angeles
                    Mortgage Investment Trust, was filed with the SEC.

                    Form 8-K/A dated  October 10,  1997 and filed  December  23,
                    1997  amending  Form  8-K  filed  October  22,  1997 to file
                    financial statements for the Realty One, Inc. acquisition.

     (c)  Exhibits: The  response to this  portion of Item 14 is submitted as a
                    separate section of this report.

     (d)  Financial Statement Schedules:
 
                    The  response to this  portion of Item 14 is  submitted as a
                    separate section of the report. See Page F-2.

 


<PAGE>

                                   SIGNATURES

     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.

     Stockholders'  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.

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

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

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

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, 1997.

(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.