Exhibit 99



                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 11-K




  ---------------------------------------------------------------------------



               [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]



                   For the Fiscal Year Ended December 31, 1997



                                       OR



             { } TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]



                         Commission File Number: 1-13962



                         INSIGNIA FINANCIAL GROUP, INC.
                         401(k) RETIREMENT SAVINGS PLAN


                              (Full Title of Plan)


                         INSIGNIA FINANCIAL GROUP, INC.
                          ONE INSIGNIA FINANCIAL PLAZA
                              POST OFFICE BOX 1089
                        GREENVILLE, SOUTH CAROLINA 29602



           (Name of issuer of the securities held pursuant to the Plan
               and the address of its principal executive office)


<PAGE>






                            Financial Statements and
                             Supplemental Schedules

                         Insignia Financial Group, Inc.
                         401(k) Retirement Savings Plan

                     Years ended December 31, 1997 and 1996
                       with Report of Independent Auditors


<PAGE>

                         Insignia Financial Group, Inc.
                         401(k) Retirement Savings Plan

                 Financial Statements and Supplemental Schedules


                     Years ended December 31, 1997 and 1996




                                    Contents

Report of Independent Auditors................................................1

Audited Financial Statements

Statements of Net Assets Available for Benefits, With Fund Information........2
Statements of Changes in Net Assets Available for Benefits, 
  With Fund Information ......................................................4
Notes to Financial Statements.................................................6


Supplemental Schedules

Schedule of Assets Held for Investment Purposes at December 31, 1997
   (Form 5500 - 27a).........................................................13
Schedule of Loans or Fixed Income Obligations at December 31, 1997
   (Form 5500 - 27b).........................................................14
Schedule of Reportable Transactions for the year ended December 31, 1997
   (Form 5500 - 27d).........................................................16




Note:Supplemental Schedules,  other than those listed above, are omitted because
     of the  absence  of  the  conditions  under  which  they  are  required  by
     Department of Labor's Rules and  Regulations  for Reporting and  Disclosure
     under the Employee  Retirement  Income  Security Act of 1974 or because the
     required  information  is included  in the  financial  statements  or notes
     thereto.


<PAGE>






                         Report of Independent Auditors


Advisory Committee
Insignia Financial Group, Inc.
   401(k) Retirement and Savings Plan


We have audited the accompanying statements of net assets available for benefits
of Insignia  Financial Group, Inc. 401(k) Retirement Savings Plan as of December
31, 1997 and 1996 and the related  statement of changes in net assets  available
for  benefits  for the years then  ended.  These  financial  statements  are the
responsibility  of the Plan's  management.  Our  responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the net assets  available  for benefits of the Plan at
December  31,  1997 and 1996,  and the changes in its net assets  available  for
benefits  for the years  then  ended,  in  conformity  with  generally  accepted
accounting principles.

Our audits  were made for the  purpose  of  forming an opinion on the  financial
statements taken as a whole. The accompanying  supplemental  schedules of assets
held for  investment  purposes as of December  31,  1997,  loans or fixed income
obligations  as of December 31, 1997 and  reportable  transactions  for the year
ended  December  31,  1997 are  presented  for  purposes of  complying  with the
Department of Labor's Rules and Regulations  for Reporting and Disclosure  under
the Employee Retirement Income Security Act of 1974, and are not a required part
of the  financial  statements.  The Fund  Information  in the  statements of net
assets  available  for  benefits  and the  statement  of  changes  in net assets
available for benefits is presented for purposes of additional  analysis  rather
than to present the net assets  available for benefits and changes in net assets
available  for  benefits  of each  fund.  The  supplemental  schedules  and Fund
Information have been subjected to the auditing procedures applied in our audits
of the  financial  statements  and,  in our  opinion,  are fairly  stated in all
material respects to the financial statements taken as a whole.




June 5, 1998

<PAGE>

<TABLE>

                                  Insignia Financial Group, Inc. 401(k) Retirement Savings Plan

                             Statements of Net Assets Available for Benefits, With Fund Information

                                                        December 31, 1997



                                                                         Fund Information
                                      ---------------------------------------------------------------------------------------------
                                                                                                
<CAPTION>
                                                                                               Evergreen
                                      Evergreen  Evergreen    Stable               Insignia      Short-                           
                                        Value    Balanced   Investment     Loan      Stock    Intermediate Fidelity
                                        Fund       Fund      Fund II       Fund      Fund       Bond Fund Contrafund    Total
                                      ---------------------------------------------------------------------------------------------
                                      ---------------------------------------------------------------------------------------------

Assets
Investments at fair value (Note 3):
<S>                                 <C>         <C>        <C>         <C>         <C>          <C>       <C>        <C>        
   Mutual Funds                     $11,451,693 $9,604,690 $        -  $        -  $        -   $922,642  $6,786,796 $28,765,821
   Common Trust Fund                          -          -  5,363,155           -           -          -           -   5,363,155
   Participant notes receivable               -          -          -   1,674,733           -          -           -   1,674,733
   Insignia Stock Fund                        -          -          -           -   3,287,855          -           -   3,287,855
                                    -----------------------------------------------------------------------------------------------
Total investments                    11,451,693  9,604,690  5,363,155   1,674,733   3,287,855    922,642   6,786,796  39,091,564

Receivables:
   Employer's contribution               14,049     11,347      6,484           -       7,025      1,621      13,509      54,035
   Participants' contributions           40,170     33,244      5,541           -      22,163      4,156      33,244     138,518
                                      ---------------------------------------------------------------------------------------------
Total receivables                        54,219     44,591     12,025           -      29,188      5,777      46,753     192,553
                                      ---------------------------------------------------------------------------------------------
Net assets available for benefits   $11,505,912 $9,649,281 $5,375,180  $1,674,733  $3,317,043   $928,419  $6,833,549 $39,284,117
                                    ===============================================================================================


</TABLE>

See accompanying notes.




<PAGE>

<TABLE>
                                       Insignia Financial Group, Inc. 401(k) Retirement Savings Plan

                                  Statements of Net Assets Available for Benefits, With Fund Information

                                                             December 31, 1996



                                                                          Fund Information
                                      ---------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                  Evergreen
                                        Evergreen   Evergreen     Stable                 Insignia    Short-
                                          Value      Balanced   Investment     Loan       Stock  Intermediate Fidelity
                                          Fund         Fund       Fund II      Fund        Fund    Bond Fund Contrafund     Total
                                      ---------------------------------------------------------------------------------------------
                                      ---------------------------------------------------------------------------------------------

Assets
Investments at fair value (Note 3):
<S>                                    <C>         <C>          <C>                                <C>       <C>        <C>        
   Mutual Funds                        $7,932,741  $7,361,750   $                      $         - $615,028  $4,009,871 $19,919,390
                                                                         -           -
   Common Trust Fund                            -           -    5,107,440           -           -        -           -   5,107,440
   Participant notes receivable                 -           -            -   1,016,614           -        -           -   1,016,614
   Insignia Stock Fund                          -           -            -           -   2,969,447        -           -   2,969,447
                                   ------------------------------------------------------------------------------------------------
Total investments                       7,932,741   7,361,750    5,107,440   1,016,614   2,969,447  615,028   4,009,871  29,012,891

Receivables:
  Employer's contribution                   8,702       9,237        7,167           -       7,164    1,296       5,207      38,773
  Participants' contributions              21,638      22,852       17,762           -      17,816    3,232      13,473      96,773
                                   ------------------------------------------------------------------------------------------------
Total receivables                          30,340      32,089       24,929           -      24,980    4,528      18,680     135,546
                                   ------------------------------------------------------------------------------------------------
Net assets available for benefits      $7,963,081  $7,393,839   $5,132,369  $1,016,614  $2,994,427 $619,556  $4,028,551 $29,148,437
                                   ================================================================================================
</TABLE>



See accompanying notes.




<PAGE>

<TABLE>
                                Insignia Financial Group, Inc. 401(k) Retirement Savings Plan

                      Statements of Changes in Net Assets Available for Benefits, With Fund Information

                                                Year ended December 31, 1997



                                                                          Fund Information
                                          -----------------------------------------------------------------------------------------
<CAPTION>
                                                                                                  Evergreen
                                          Evergreen   Evergreen     Stable              Insignia    Short-
                                            Value      Balanced   Investment   Loan      Stock   Intermediate Fidelity
                                            Fund         Fund       Fund II    Fund       Fund    Bond Fund  Contrafund   Total
                                          -----------------------------------------------------------------------------------------
Additions to net assets attributed to
Investment income:
   Net appreciation in fair value of
<S>                    <C>                <C>        <C>        <C>        <C>                    <C>      <C>        <C>        
     investments (Note 3)                 2,225,078  $1,642,058 $  277,724 $           $  112,727 $ 47,636 $1,024,442 $ 5,329,665
                                                                                 -
   Interest                                       9          22        260    113,339           4        5      1,728     115,367
                                        -------------------------------------------------------------------------------------------
                                          2,225,087   1,642,080    277,984    113,339     112,731   47,641  1,026,170   5,445,032
Contributions:
   Participants                           2,024,971   1,640,821    997,151          -   1,016,379  299,145  1,986,108   7,964,575
   Employer                                 742,419     635,003     93,334          -     403,774   90,796    621,409   2,586,735
                                         ------------------------------------------------------------------------------------------
                                          2,767,390   2,275,824  1,090,485          -   1,420,153  389,941  2,607,517  10,551,310
                                         ------------------------------------------------------------------------------------------
Total additions                           4,992,477   3,917,904  1,368,469    113,339   1,532,884  437,582  3,633,687  15,996,342

Deductions from net assets attributed 
to Benefits paid to participants          1,638,950   1,390,660  1,227,207    281,163     475,527  100,492    838,477   5,952,476
Administrative expenses                       4,177       4,159      2,663          -       1,668      226      1,749      14,642
                                         ------------------------------------------------------------------------------------------
Total deductions                          1,643,127   1,394,819  1,229,870    281,163     477,195  100,718    840,226   5,967,118
                                         ------------------------------------------------------------------------------------------

Net increase (decrease) prior to          3,349,350   2,523,085    138,599   (167,824)  1,055,689  336,864  2,793,461  10,029,224
   transfers
Transfers from other plans (Note 7)           8,704       8,035      8,068     66,746       2,996    1,216     10,691     106,456
Interfund transfers (net)                   184,777    (275,678)    96,144    759,197    (736,069) (29,217)       846           -
                                         ------------------------------------------------------------------------------------------
Net increase                              3,542,831   2,255,442    242,811    658,119     322,616  308,863  2,804,998  10,135,680
Net assets available for benefits at
   December 31, 1996                      7,963,081   7,393,839  5,132,369  1,016,614   2,994,427  619,556  4,028,551  29,148,437
                                         ------------------------------------------------------------------------------------------
Net assets available for benefits at
   December 31, 1997                    $11,505,912  $9,649,281 $5,375,180 $1,674,733  $3,317,043 $928,419 $6,833,549 $39,284,117
                                        ===========================================================================================
</TABLE>

See accompanying notes.




<PAGE>

<TABLE>
                                       Insignia Financial Group, Inc. 401(k) Retirement Savings Plan
    
                            Statements of Changes in Net Assets Available for Benefits, With Fund Information

                                                       Year ended December 31, 1996



                                                                          Fund Information
                                          -----------------------------------------------------------------------------------------
<CAPTION>
                                                                                                  Evergreen
                                           Evergreen   Evergreen   Stable                Insignia   Short-
                                             Value     Balanced  Investment     Loan      Stock  Intermediate Fidelity
                                             Fund         Fund     Fund II      Fund       Fund   Bond Fund  Contrafund     Total
                                          -----------------------------------------------------------------------------------------
Additions to net assets attributed to
Investment income:
   Net appreciation in fair value of
<S>                    <C>                <C>        <C>         <C>       <C>         <C>         <C>       <C>        <C>        
     investments (Note 3)                 $1,103,983 $  686,121  $ 193,844 $        -  $   48,304  $ 14,956  $  367,021 $ 2,414,229
                                                                                    
   Interest                                    3,864      2,235      3,992     66,058         625       403       1,691      78,868
                                          -----------------------------------------------------------------------------------------
                                           1,107,847    688,356    197,836     66,058      48,929    15,359     368,712   2,493,097
Contributions:
   Participants                            2,178,174  1,856,376  1,319,527          -   1,118,211   314,467   1,542,911   8,329,666
   Employer                                  566,988    554,950    383,856          -     320,230    58,179     328,983   2,213,186
                                          -----------------------------------------------------------------------------------------
                                           2,745,162  2,411,326  1,703,383          -   1,438,441   372,646   1,871,894  10,542,852
                                          -----------------------------------------------------------------------------------------
Total additions                            3,853,009  3,099,682  1,901,219     66,058   1,487,370   388,005   2,240,606  13,035,949

Deductions from net assets attributed to
Benefits paid to participants                926,028    884,435    541,479    124,114     205,292    26,113     100,822   2,808,283
Administrative expenses                        3,425      3,829      2,267          -       1,165        56         516      11,258
                                          -----------------------------------------------------------------------------------------
Total deductions                             929,453    888,264    543,746    124,114     206,457    26,169     101,338   2,819,541
                                          -----------------------------------------------------------------------------------------

Net increase (decrease) prior to           2,923,556  2,211,418  1,357,473    (58,056)  1,280,913   361,836   2,139,268  10,216,408
   transfers
Interfund transfers (net)                   (490,340   (494,138)  (242,268)   531,482     343,826     1,589     349,849          -
Transfers from other plans (Note 7)          869,211    575,560  1,064,624      5,786     561,615   177,353   1,067,184   4,321,333
                                          -----------------------------------------------------------------------------------------
Net increase                               3,302,427  2,292,840  2,179,829    479,212   2,186,354   540,778   3,556,301  14,537,741
Net assets available for benefits at
   December 31, 1995                       4,660,654  5,100,999  2,952,540    537,402     808,073    78,778     472,250  14,610,696
                                          -----------------------------------------------------------------------------------------
Net assets available for benefits at
   December 31, 1996                      $7,963,081 $7,393,839 $5,132,369 $1,016,614  $2,994,427  $619,556  $4,028,551 $29,148,437
                                          =========================================================================================
</TABLE>

See accompanying notes.



<PAGE>



                         Insignia Financial Group, Inc.
                         401(k) Retirement Savings Plan

                          Notes to Financial Statements

                                December 31, 1997


1. Significant Accounting Policies

Investments

The Insignia Financial Group, Inc. 401(k) Retirement Savings Plan's ("the Plan")
investments are stated at fair value. The fair value of the participation  units
owned by the Plan in common and  collective  trust funds held by the trustee are
based on quoted  redemption  values on the last  business  day of the Plan year.
Securities  traded on a  national  securities  exchange  are  valued at the last
reported sales price on the last business day of the Plan year.

The mutual  funds are valued at quoted  market  prices which  represent  the net
asset values of shares held by the Plan at year-end.

The  participant  notes  receivable are valued at cost which  approximates  fair
value.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial  statements and accompanying notes.
Actual results could differ from those estimates.

2. Description of the Plan

The  following  description  of the  Plan  provides  only  general  information.
Participants  should refer to the Plan Document for a more complete  description
of the Plan's  provisions.  Copies of the Plan Document are  available  from the
Advisory Committee.

General

Effective  January 1, 1992,  Insignia  Financial  Group,  Inc.  (the  "Company")
established the Plan for the benefit of its eligible employees. Any employee may
elect to participate  in the Plan following  attainment of age 21 and completion
of one year of  service  with open  enrollment  on  January 1 and July 1 of each
year.  The Plan is subject to the provisions of the Employee  Retirement  Income
Security Act of 1974 ("ERISA").



<PAGE>

                         Insignia Financial Group, Inc.
                         401(k) Retirement Savings Plan

                    Notes to Financial Statements (continued)




2. Description of the Plan (continued)

Contributions

Plan  participants  are able to contribute up to 15% of their  compensation to a
deferred before-tax  contribution account. The Company, at the beginning of each
Plan year, will determine the amount of any discretionary matching contributions
to be  made  to the  Plan  during  that  year.  The  Company  elected  to make a
contribution equal to 50% of a participants' contribution, up to a maximum of 6%
of compensation for the year ended December 31, 1997.

Participant Accounts

Each  participant's  account is credited  with the  participant's  and Company's
matching  contributions  and an allocation of plan earnings based on participant
account balances,  as defined. The benefit to which a participant is entitled is
the  benefit  that can be provided  from the  participant's  account.  Forfeited
balances of terminated  participants' nonvested accounts are allocated among the
plan participant' accounts.  Total forfeitures for 1997 and 1996 were $449,185
and $298,514, respectively.

Investment Options

Upon enrollment in the Plan,  participants may designate how their contributions
and  those of the  Company  are to be  apportioned  between  the  following  six
investment options. The funds are managed by First Union National Bank (see Note
10).

     Evergreen  Value  Fund - broadly  diversified  common  stock fund where the
     primary objective is to achieve superior  long-term returns through capital
     appreciation and dividend income.

     Evergreen Balanced Fund - diversified fund comprised of common stocks, U.S.
     Government  and  Agency   obligations,   corporate   bonds,   money  market
     instruments  and  financial  futures.  The primary  objective is to achieve
     long-term returns through a combination of capital appreciation,  interest,
     and dividend income.




<PAGE>

                         Insignia Financial Group, Inc.
                         401(k) Retirement Savings Plan

                    Notes to Financial Statements (continued)




2. Description of the Plan (continued)

     Stable  Investment  Fund II -  investments  of the fund include  Guaranteed
     Investment Contracts (GICs), floating rate corporate bonds, Bank Investment
     Contracts  (BICs)  and  traditional   money  market   instruments  such  as
     certificates of deposit and commercial  paper. The primary  objective is to
     achieve  high  returns and  maintain an  emphasis  on the  preservation  of
     principal.

     Insignia Stock Fund - investments in the common stock of the Company.

     Evergreen   Short-Intermediate   Bond  Fund  -  diversified   portfolio  of
     investment grade,  fixed income investments  consisting of U.S.  Government
     and  Agency  obligations,  corporate  bonds,  cash  equivalents,  and other
     instruments where the primary objective is a high level of current income.

     Fidelity  Contrafund - invests  primarily  in common  stock and  securities
     convertible  into common stock of companies that are not currently  favored
     by the public but show potential for capital appreciation.

Participants may change their investment options daily.

Vesting

Contributions by employees are 100% vested and nonforfeitable.  Employees become
vested in the Company's  matching  contributions  on a graduated basis with 100%
vesting occurring after the completion of seven years of service.

Participant Notes Receivable

Loans to participants are permitted under Plan provisions.  Each participant may
borrow  up to 50% of his or her  vested  balance  with  the term of the loan not
exceeding five years. The interest rate used will be prime plus one percent with
payments of the loan being made through employee payroll deductions.



<PAGE>

                         Insignia Financial Group, Inc.
                         401(k) Retirement Savings Plan

                    Notes to Financial Statements (continued)




2. Description of the Plan (continued)

Payment of Benefits

Upon termination,  death, disability, or retirement, a participant may receive a
lump-sum amount equal to the vested value of his or her account.

Plan Termination

Although it has not  expressed any intent to do so, the Company has the right to
terminate the Plan subject to the provisions of ERISA.  In the event the Plan is
terminated, participants will become 100% vested in their accounts.

3. Investments

The investments of the Plan are held by First Union National Bank (see Note 10).
The fair value of individual  assets that  represent five percent or more of the
Plan's net assets is as follows:
<TABLE>

<CAPTION>
                                                             December 31
                                                        1997             1996
                                                        ---------------------
                                                        ---------------------

<S>                                                 <C>              <C>       
First Union National Bank - Evergreen Value Fund    $11,451,693      $7,932,741
First Union National Bank - Evergreen Balanced
   Fund                                               9,604,690       7,361,750
First Union National Bank - Stable Investment
   Fund II                                            5,363,155       5,107,440
Insignia Stock Fund                                   3,287,855       2,969,447
Fidelity Investments, Inc. - Fidelity Contrafund      6,786,796       4,009,871

</TABLE>

4. Income Tax Status

The  Internal  Revenue  Service  ruled on April 4, 1996 that the Plan  qualifies
under  Section  401(a) of the Internal  Revenue Code (IRC) and,  therefore,  the
related trust is not subject to tax under  present  income tax law. The Plan has
subsequently  been amended.  The Plan is required to operate in conformity  with
the IRC to maintain its  qualification.  The Advisory  Committee is not aware of
any course of action or series of events that have occurred that might adversely
affect the Plan's qualified status.


<PAGE>

                         Insignia Financial Group, Inc.
                         401(k) Retirement Savings Plan

                    Notes to Financial Statements (continued)




5. Reconciliation of Financial Statements to Form 5500

The following is a  reconciliation  of net assets available for benefits per the
financial statements to the Form 5500: 
<TABLE>

<CAPTION>
                                                           December 31 
                                                      1997            1996 
                                                      --------------------

Net assets available for benefits per the
<S>                                                <C>             <C>        
  financial statements                         $39,284,117         $29,148,437
Participants' contributions receivable            (138,518)            (96,773)
Employer's contribution receivable                 (54,035)            (38,773)
Miscellaneous cash                                       -                   3
                                                   ----------------------------
Net assets available for benefits per the 
  Form 5500                                    $39,091,564         $29,012,894
                                               ================================
</TABLE>

The following is a reconciliation of participant and employer  contributions per
the financial statements to the Form 5500:


<TABLE>

<CAPTION>
                                                      Year ended December 31
                                                      1997              1996
                                                      ----------------------

Participants' contributions per the 
<S>                                           <C>                 <C>         
  financial statements                        $  7,964,575        $  8,329,666
Participants' contributions receivable -
  December 31, 1997                               (138,518)            (96,773)
Participants' contributions receivable -
  December 31, 1996                                 96,773                   -
Miscellaneous                                       (1,500)                704
                                              ---------------------------------
Participants' contributions per the Form 5500 $  7,921,330        $  8,233,597
                                              =================================

Employer's contribution per the financial 
  statements                                  $  2,586,735        $  2,213,186
Employer's contribution receivable -
  December 31, 1997                                (54,035)            (38,773)
Employer's contribution receivable -
  December 31, 1996                                 38,773                   -
Miscellaneous                                        2,166                 (28)
                                              ---------------------------------
Employer's contribution per the Form 5500     $  2,573,639        $  2,174,385
                                              =================================


</TABLE>

<PAGE>

                         Insignia Financial Group, Inc.
                         401(k) Retirement Savings Plan

                    Notes to Financial Statements (continued)




6. Transactions with Parties-in-Interest

Certain fees incurred  during the year for legal,  accounting and other services
were paid by the Company on behalf of the Plan.

7. Acquisitions

The Company and its affiliated  entities are active participants in the property
management and real estate service  industries.  During 1997, Insignia completed
the  acquisition  of  certain  property  management  and  brokerage   companies,
including the following:  Restenberg-Doern,  Inc.; HMB Property Services,  Inc.;
Frain,  Camins &  Swartchild,  Inc.;  The Related  Companies of Florida;  Radius
Retail  Advisors;  Forum  Properties,  Inc.;  Realty One,  Inc.  and  affiliated
companies; 100% of the Class B stock of First Winthrop Corporation and a general
partnership  interest  in Winthrop  Financial  Associates;  and Barnes,  Morris,
Pardoe & Foster.  In addition,  the Company  expanded  internationally  with the
purchase  of 60%  of the  stock  of  Compagnia  di  Amministrazione  e  Gestioni
Immobiliare S.p.A.  ("CAGISA"),  a privately held property management company in
Italy.  Due to  these  and  various  other  smaller  acquisitions,  the  Company
continued  to  experience  significant  increases in eligible  participants  and
rollover  contributions to the Plan during 1997. The Plan was amended  effective
the  date of  acquisition  to  include  past  service  credit  for  purposes  of
eligibility  for the  employees  of each of these  acquisitions.  However,  past
service credit was not allowed for vesting purposes.

8. Credit and Market Risk of Plan Assets

The  majority of Plan assets are  invested  with First  Union  National  Bank in
mutual funds and common trust funds. Such an investment is subject to credit and
market risk  associated  with (1) the credit  worthiness of First Union National
Bank,  (2)  the  credit  worthiness  of  underlying  security  issuers  and  (3)
fluctuations  in market  values  inherent  with  changes in  interest  rates and
economic conditions.



<PAGE>

                         Insignia Financial Group, Inc.
                         401(k) Retirement Savings Plan

                    Notes to Financial Statements (continued)




9. Year 2000 Issue  (Unaudited)

The Plan  Sponsor  has  developed  a plan to  modify  its  internal  information
technology to be ready for the year 2000 and has begun converting  critical data
processing  systems.  The project also includes  determining whether third party
service  providers have reasonable plans in place to become year 2000 compliant.
The Plan Sponsor  currently expects the project to be complete by December 1998.
The Plan Sponsor does not expect this  project to have a  significant  effect on
plan operations.

10. Subsequent Events

Change in Trustees

The Plan changed  trustees  effective  January 1, 1998 from First Union National
Bank to Fidelity  Management Trust Company. As of January 1, 1998, the Plan will
offer eight new investment options managed by Fidelity. The Plan will retain two
of the  current  investment  options,  Insignia  Stock  Fund  and  the  Fidelity
Contrafund.

Company Merger and Spin-Off

On March 17, 1998, the Company and Insignia/ESG,  Inc. entered into an Agreement
and Plan of Merger with Apartment  Investment and Management  Company ("AIMCO"),
and AIMCO Properties,  L.P. Subject to certain conditions,  including regulatory
approval and the  approval of the  stockholders  of the  Company,  the Merger is
expected  to occur in the  third  quarter  of 1998.  The  existing  plan will be
administered by AIMCO after the Merger.  Prior to the AIMCO Merger,  the Company
will spin off to its  stockholders  the stock of an  entity  that will  become a
separate  public  company  and  will  include  Insignia/ESG;  The  International
Commercial Real Estate Services  Company;  Insignia  Residential - New York; the
Company's  single-family  home brokerage  operations and other select  holdings.
Participant  account  balances  as of the  date of the  Merger,  other  than the
accounts  of  those  participants  who  will  become  AIMCO  employees,  will be
transferred  directly  into a new 401(k) plan  offered by the new public  entity
which will be similar to the current plan.

<PAGE>





















                             Supplemental Schedules







<PAGE>

                         Insignia Financial Group, Inc.
                         401(k) Retirement Savings Plan
                                 EIN: 13-3591193
                                Plan Number: 001

                 Schedule of Assets Held for Investment Purposes
                                (Form 5500 - 27a)

                                December 31, 1997

<TABLE>

<CAPTION>
                             Description of Investments
                              Including Maturity Date,
Identity of Issue, Borrower,    Rate of Interest,                    Current 
 Lessor or Similar Party      Par or Maturity Value      Cost         Value
--------------------------------------------------------------------------------
 
Mutual funds:
   First Union National Bank - 
<S>                              <C>               <C>             <C>        
     Evergreen Value Fund  *     354,720 units     $  8,353,802    $11,451,693
   First Union National Bank - 
     Evergreen Balanced Fund  *  516,883 units        7,350,157      9,604,690
   First Union National Bank - 
     Evergreen Short-
     Intermediate Bond Fund  *    81,265 units          869,693        922,642
   Fidelity Contrafund           112,381 units        5,790,586      6,786,796
                                                    ---------------------------
                                                     22,364,238     28,765,821

Common trust fund:
   First Union National Bank - 
     Stable Investment 
     Fund II  *                  334,450 units        4,947,633      5,363,155

Insignia Stock Fund  *            87,116 units        2,952,160      3,287,855

Loans to participants, with 
     interest rates ranging 
     from 7% to 9.5% and maturity
     dates from 1997 to 2001  * 1,674,733 units               -      1,674,733
                                                    ---------------------------
                                                    $30,264,031    $39,091,564
                                                    ===========================
</TABLE>


__________

*   Indicates party-in-interest to the Plan.




<PAGE>



                         Insignia Financial Group, Inc.
                         401(k) Retirement Savings Plan
                                 EIN: 13-3591193
                                Plan Number: 001

                  Schedule of Loans or Fixed Income Obligations
                                (Form 5500 - 27b)

                                December 31, 1997
<TABLE>



<CAPTION>
                                               Amount Received           
                              Original      During Reporting Year     Unpaid
Identity and address            Loan         ---------------------  Balance at
    of Obligator               Amount      Principal    Interest    End of Year
-------------------------------------------------------------------------------

<S>                           <C>            <C>          <C>           <C>   
Maria Anderson  *             $7,000         $340         $106          $6,660
Deborah Cates  *               4,500            -            -           4,291
Winfred Dougherty  *           3,000          177           65           2,506
Teresa Duncan  *               1,700           65           13           1,603
Stephen Gresham  *               700           26           13             687
Steven Hutzell  *              4,700          156           35           2,513
John Landefeld                 3,900          627           35             969
David Morris  *                2,613            -            -           2,613
James Rice  *                  1,300          107           26           1,000
Martin Sangong  *              1,900          182           22           1,599
James Willis  *                1,500            -            -             479
David Woodson  *               6,600            -            -           5,625
</TABLE>



__________

*   Indicates party-in-interest to the Plan.




<PAGE>



                                                                              






<TABLE>




         Detailed Description of Loan Including:
-----------------------------------------------------------------
<CAPTION>
                                    Renegotiation of the          
           Matur-  Inter- Value          Type and          Other  Amount Overdue
  Loan      ity     est  of Col-      Loan and Terms      Material Prin-  Inter-                              
 Issued    Date    Rate  lateral     of Renegotiation      Items   cipal   est
--------------------------------------------------------------------------------

<S>   <C> <C>  <C> <C>          <C>                               <C>       <C>
 2/18/97  3/15/00  9.25%  None  1099 issued to participant  None  $6,660    $ -
 8/12/96  8/28/01  9.25%  None  1099 issued to participant  None   4,291      -
 6/13/96 12/19/97  9.25%  None  1099 issued to participant  None   2,506      -
12/02/96 12/15/98  9.25%  None  1099 issued to participant  None   1,603      -
 1/30/97  2/08/02  9.25%  None  1099 issued to participant  None     687      -
 6/15/94  7/01/99  8.25%  None  1099 issued to participant  None   2,513      -
 8/04/95  8/29/97  9.75%  None  1099 issued to participant  None     969      -
 1/15/96 12/31/98  8.54%  None  1099 issued to participant  None   2,613      -
 6/12/96  6/18/99  9.25%  None  1099 issued to participant  None   1,000      -
 6/04/96  7/01/01  9.25%  None  1099 issued to participant  None   1,599      -
 3/24/93  3/31/98  7.00%  None  1099 issued to participant  None     479      -
 4/03/96  4/07/00  9.25%  None  1099 issued to participant  None   5,625      -

</TABLE>

<PAGE>
<TABLE>


                                         Insignia Financial Group, Inc. 401(k) Retirement Savings Plan
                                                                EIN: 13-3591193
                                                                Plan Number: 001

                                             Schedule of Reportable Transactions (Form 5500 - 27d)

                                                          Year ended December 31, 1997


<CAPTION>
                                                                                                        Current Value
                                                                                                         of Assets on
                                                                  Purchase      Selling      Cost of     Transaction   Net Gain
       Identity of Party Involved       Description of Assets      Price         Price        Assets        Date         (Loss)
-----------------------------------------------------------------------------------------------------------------------------------


Category (iii) - Series of transactions in
   excess of five percent of Plan assets:
------------------------------------------
------------------------------------------

     First Union National Bank  *     Stable Investment Fund II:
<S>                                                               <C>          <C>                       <C>             <C>     
                                         Aggregate purchases      $2,670,582   $            $2,670,582   $2,670,582      $      -
                                                                                        -
                                         Aggregate sales                   -    2,693,170    2,545,992    2,693,170       147,178

     First Union National Bank  *     Evergreen Balanced Fund:
                                         Aggregate purchases       2,942,286            -    2,942,286    2,942,286             -
                                         Aggregate sales                   -    2,341,405    1,896,193    2,341,405       445,212

     First Union National Bank  *     Evergreen Value Fund:
                                         Aggregate purchases       3,967,959            -    3,967,959    3,967,959             -
                                         Aggregate sales                   -    2,674,084    2,098,179    2,674,084       575,905

     Fidelity Investments, Inc.  *    Fidelity Contrafund:
                                         Aggregate purchases       3,552,728            -    3,552,728    3,552,728             -
                                         Aggregate sales                   -    1,800,244    1,554,573    1,800,244       245,672

</TABLE>

<PAGE>

<TABLE>
                      Insignia Financial Group, Inc. 401(k) Retirement Savings Plan
                                             EIN: 13-3591193
                                             Plan Number: 001

                    Schedule of Reportable Transactions (Form 5500 - 27d) (continued)





<CAPTION>
                                                                                                           Current Value
                                                                                                           of Assets on
                                                                           Purchase    Selling     Cost of  Transaction    Net Gain
       Identity of Party Involved             Description of Assets         Price       Price       Assets      Date        (Loss)
-----------------------------------------------------------------------------------------------------------------------------------


     Insignia Financial Group, Inc.  *     Daily Insignia Stock Fund:
<S>                                                                      <C>         <C>                     <C>          <C>     
                                              Aggregate purchases        $1,870,136  $           $1,870,136  $1,870,136   $      -
                                                                                              -
                                              Aggregate sales                     -   1,664,455   1,733,548   1,664,455    (69,093)
</TABLE>

__________

*  Indicates party-in-interest to the Plan.


Note:  There were no category (i), (ii) or (iv) reportable  transactions  during
the year ended December 31, 1997.

<PAGE>



               Consent of Ernst & Young LLP, Independent Auditors


We consent to the  incorporation by reference in (1) the Registration  Statement
(Form S-8 No. 33-84700)  pertaining to the registration of 300,000 shares (prior
to giving effect to the two-for-one  stock split) of Class A Common Stock in the
Insignia Financial Group, Inc. 401-K Plan, (2) the Registration  Statement (Form
S-8 No.  33-82414)  pertaining to the  registration  of an additional  1,000,000
shares (prior to giving effect to the two-for-one stock split) of Class A Common
Stock under Insignia's 1992 Stock Incentive Plan, (3) the Registration Statement
(Form S-8 No. 33-79490)  pertaining to the registration of 575,000 shares (prior
to giving effect to the  two-for-one  stock split) of Class A Common Stock,  (4)
the  Registration   Statement  (Form  S-8  No.   33-55278)   pertaining  to  the
registration  of an  additional  333,333  shares  (prior to giving effect to the
two-for-one  stock  split) of Class A Common Stock under  Insignia's  1992 Stock
Incentive  Plan,  (5)  the  Registration  Statement  (Form  S-8  No.  333-07155)
pertaining to the registration of options to purchase  1,482,879 shares of Class
A Common Stock and the shares  underlying  such options  pursuant to  Insignia's
Non-Qualified Stock Option Agreements,  (6) the Registration Statement (Form S-8
No.  333-09449)  pertaining  to the  registration  of 400,000  shares of Class A
Common Stock under Insignia's 1995 Non-Employee  Director Stock Option Plan, (7)
the  Registration   Statement  (Form  S-8  No.  333-10685)   pertaining  to  the
registration  of an  additional  2,000,000  shares of Class A Common Stock under
Insignia's 1992 Stock Incentive Plan, (8) the  Registration  Statement (Form S-8
No.  333-17791)  pertaining  to the  registration  of 728,000  shares of Class A
Common  Stock,  (9) the  Registration  Statement  (Form S-3 Nos.  333-17595  and
333-17595-01)  and related  prospectus  of Insignia  Financial  Group,  Inc. and
Insignia  Financing I for the  registration of 2,990,000  Convertible  Preferred
Securities  of  Insignia  Financing  I,  7,941,338  of Class A  Common  Stock of
Insignia Financial Group, Inc. and certain other securities (including shares of
Class A  Common  Stock)  and  (10)  the  Registration  Statement  (Form  S-8 No.
333-33551)  pertaining to the  registration  of an additional  583,334 shares of
Class A Common Stock under  Insignia's  1992 Stock  Incentive Plan of our report
dated June 5, 1998 with respect to the  financial  statements  and  schedules of
Insignia  Financial Group, Inc. 401(k) Retirement  Savings Plan included in this
Annual Report (Form 11-K) for the year ended December 31, 1997.


                                         /s/  ERNST & YOUNG LLP
                                         ----------------------


Greenville, South Carolina
June 19, 1998






<PAGE>


                                    SIGNATURE


Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the Plan
Advisory Committee has duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.



                                INSIGNIA FINANCIAL GROUP, INC.
                                401(k) RETIREMENT SAVINGS PLAN
                                (Name of Plan)



                                By: /s/Ronald Uretta                    
                                ------------------------------------
                                    Ronald Uretta
                                    Plan Advisory Committee Chairman