<PAGE>

    As filed with the Securities and Exchange Commission on February 16, 2001
                                                           Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                         INSIGNIA FINANCIAL GROUP, INC.

                       (f/k/a Insignia/ESG Holdings, Inc.)

             (Exact name of registrant as specified in its charter)

  Delaware                                      56-2084290
  (State or other jurisdiction of               (I.R.S. Employer Identification
  incorporation or organization)                Number)

                                 200 Park Avenue
                            New York, New York 10166
               (Address of principal executive offices) (Zip Code)

            Brooke International (China) Limited Share Option Scheme
                            (Full title of the Plan)

                              Adam B. Gilbert, Esq.
                          General Counsel and Secretary
                         Insignia Financial Group, Inc.
                                 200 Park Avenue
                            New York, New York 10166
                                 (212) 984-8033
                      (Name, address and telephone number,
                   including area code, of agent for service)
                 ----------------------------------------------
                                   Copies to:
                             Arnold S. Jacobs, Esq.
                               Proskauer Rose LLP
                                  1585 Broadway
                            New York, New York 10036
                 ----------------------------------------------
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Title of securities to     Amount to           Proposed maximum  Proposed maximum             Amount of
be registered              be registered       offering price    aggregate offering price     registration
                                               per share                                      fee
---------------------------------------------------------------------------------------------------------------
<S>                      <C>                 <C>                    <C>                       <C>
Common Stock, par          40,000 shares       $ 11.8125              $ 472,500                 $ 118.12 (2)
value $0.01 per share      70,000 shares (1)   $  12.49 (2)           $ 874,300 (2)             $ 218.58 (2)
---------------------------------------------------------------------------------------------------------------
                                                                                     Total      $ 336.70
                                                                                                ---------

</TABLE>

---------------------
(1) The maximum number of shares as to which awards may be granted under the
Brooke International (China) Limited Share Option Scheme.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (h) of the Securities Act of 1933 with respect to 40,000
shares and pursuant to Rule 457 (c) as to 70,000 shares.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents By Reference.
     ------------------------------------------------

     Insignia Financial Group, Inc., formerly known as Insignia/ESG Holdings,
Inc. (the "Corporation"), incorporates by reference herein the following
documents filed by it with the Securities and Exchange Commission (File No.
1-14373) pursuant to the Securities Exchange Act of 1934, as amended:

     1. The Corporation's Annual Report on Form 10-K for the year ended December
31, 1999;

     2. The Corporation's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000; and

     3. The description of the Corporation's Common Stock, par value $0.01 per
share, included in the Registration Statement on Form 10 of Insignia/ESG
Holdings, Inc., now known as Insignia Financial Group, Inc. dated August 10,
1998.

     All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents. Any statement in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superceded for the
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supercedes such statement. Any
statement so modified or superceded shall not be deemed, except as so modified
or superceded, to constitute part of this Registration Statement.

     Item 4. Description of Securities.
     ----------------------------------

     Not applicable.

     Item 5. Interest of Named Experts and Counsel.
     ----------------------------------------------

     Not applicable.




                                       3
<PAGE>

     Item 6. Indemnification of Directors and Officers.
     --------------------------------------------------

     The Corporation is incorporated in Delaware. Under Section 145 of the
General Corporation Law of the State of Delaware, a Delaware corporation has the
power, under specified circumstances, to indemnify its directors, officers,
employees and agents in connection with actions, suits or proceedings brought
against them by a third party or in the right of the corporation, by reason of
the fact that they were or are such directors, officers, employees or agents,
against expenses incurred in any action, suit or proceeding. Article Tenth of
the Certificate of Incorporation of the Corporation provides for indemnification
of directors and officers to the fullest extent permitted by the General
Corporation Law of the State of Delaware, and the Corporation has entered into
agreements with all its executive officers and directors with respect to such
indemnification. Reference is made to the Certificate of Incorporation of the
Corporation and such agreements, incorporated by reference to Exhibits 3.1 and
10.18, respectively, to the Corporation's Registration Statement on Form 10.

     The indemnification agreements entered into by the Corporation with all of
its directors and its executive officers are based on the provisions of the
General Corporation Law of the State of Delaware, which are contained primarily
in Section 145 of the General Corporation Law of the State of Delaware, but are
intended to provide broader indemnification than that which is specifically
provided by Section 145. The indemnification agreements provide generally that
the Corporation will to the fullest extent permitted by applicable law indemnify
the director or executive officer against expenses arising from any event or
occurrence, either prior to or after the time the indemnification agreement is
executed, related to the fact that such person is or was serving as a director
or executive officer of the Corporation (or of another entity at the
Corporation's request).

     The Corporation currently has directors and officers liability insurance
policies (the "Policies") in place principally through American International
Group ("AIG"). The Policies are "claims made" policies with a $75,000,000
aggregate coverage amount. However, the Board of Directors believes that it
serves the Corporation's best interest to supplement this coverage or any
coverage which the Corporation may maintain in the future by agreeing by
contract to indemnify directors and executive officers to the fullest extent
permitted under applicable law.

     Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision eliminating
or limiting the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
provided that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 (relating to liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock) of the General Corporation Law of the State
of Delaware, or (iv) for any transactions from which the director derived an
improper personal benefit. Article Eleventh of the Corporation's Certificate of
Incorporation contains such a provision.

                                       4
<PAGE>

     Item 7. Exemption from Registration Claimed.
     --------------------------------------------

     Not applicable.

     Item 8. Exhibits.
     -----------------

     4.1   Brooke International (China) Limited Share Option Scheme.

     5     Opinion of Proskauer Rose LLP.

     23.1  Consent of Ernst & Young LLP.

     23.2  Consent of Proskauer Rose LLP (included in Exhibit 5).

     24    Power of Attorney.

     Item 9. Undertakings.
     ---------------------

     (a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;

            (iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

         (2) That, for the purposes of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


                                       5
<PAGE>

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.










                                       6
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 16th day of
February, 2001.

                                              INSIGNIA FINANCIAL GROUP, INC.

                                              By: /s/ Andrew L. Farkas
                                                  ------------------------
                                                  Andrew L. Farkas
                                                  Chairman and
                                                  Chief Executive Officer


Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.


SIGNATURES                    TITLE                               DATE
----------                    -----                               ----

/s/ Andrew L. Farkas          Chief Executive Officer        February 16, 2001
---------------------         and Director (Principal
Andrew L. Farkas              Executive Officer)


/s/ James A. Aston            Chief Financial Officer        February 16, 2001
------------------            (Principal Financial and
James A. Aston                Accounting Officer)

-----------------             Director                       February __, 2001
Robert J. Denison


/s/ Robin L. Farkas           Director                       February 16, 2001
-------------------
Robin L. Farkas


/s/ Andrew J.M. Huntley       Director                       February 16, 2001
-----------------------
Andrew J.M. Huntley


/s/ Robert G. Koen            Director                       February 16, 2001
------------------
Robert G. Koen


/s/ Stephen B. Siegel         Director                       February 16, 2001
---------------------
Stephen B. Siegel


/s/ H. Strauss Zelnick        Director                       February 16, 2001
----------------------
H. Strauss Zelnick
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT; BENEFIT PLAN", "secsgml_size_bytes": 15373}]
{"company-data": {"conformed-name": "INSIGNIA FINANCIAL GROUP INC /DE/", "cik": "0001067462", "assigned-sic": "6552", "irs-number": "562084290", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55752", "film-number": "1548755"}, "business-address": {"street1": "200 PARK AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10166", "phone": "8642988000"}, "mail-address": {"street1": "200 PARK AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10166"}, "former-company": {"former-conformed-name": "INSIGNIA ESG HOLDINGS INC", "date-changed": "19980803"}}
As filed with the Securities and Exchange Commission on February 16, 2001
                                                           Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                         INSIGNIA FINANCIAL GROUP, INC.

                       (f/k/a Insignia/ESG Holdings, Inc.)

             (Exact name of registrant as specified in its charter)

  Delaware                                      56-2084290
  (State or other jurisdiction of               (I.R.S. Employer Identification
  incorporation or organization)                Number)

                                 200 Park Avenue
                            New York, New York 10166
               (Address of principal executive offices) (Zip Code)

            Brooke International (China) Limited Share Option Scheme
                            (Full title of the Plan)

                              Adam B. Gilbert, Esq.
                          General Counsel and Secretary
                         Insignia Financial Group, Inc.
                                 200 Park Avenue
                            New York, New York 10166
                                 (212) 984-8033
                      (Name, address and telephone number,
                   including area code, of agent for service)
                 ----------------------------------------------
                                   Copies to:
                             Arnold S. Jacobs, Esq.
                               Proskauer Rose LLP
                                  1585 Broadway
                            New York, New York 10036
                 ----------------------------------------------
                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
Title of securities to     Amount to           Proposed maximum  Proposed maximum             Amount of
be registered              be registered       offering price    aggregate offering price     registration
                                               per share                                      fee
---------------------------------------------------------------------------------------------------------------
Common Stock, par          40,000 shares       $ 11.8125              $ 472,500                 $ 118.12 (2)
value $0.01 per share      70,000 shares (1)   $  12.49 (2)           $ 874,300 (2)             $ 218.58 (2)
---------------------------------------------------------------------------------------------------------------
                                                                                     Total      $ 336.70
                                                                                                ---------
---------------------
(1) The maximum number of shares as to which awards may be granted under the
Brooke International (China) Limited Share Option Scheme.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (h) of the Securities Act of 1933 with respect to 40,000
shares and pursuant to Rule 457 (c) as to 70,000 shares.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents By Reference.
     ------------------------------------------------

     Insignia Financial Group, Inc., formerly known as Insignia/ESG Holdings,
Inc. (the "Corporation"), incorporates by reference herein the following
documents filed by it with the Securities and Exchange Commission (File No.
1-14373) pursuant to the Securities Exchange Act of 1934, as amended:

     1. The Corporation's Annual Report on Form 10-K for the year ended December
31, 1999;

     2. The Corporation's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000; and

     3. The description of the Corporation's Common Stock, par value $0.01 per
share, included in the Registration Statement on Form 10 of Insignia/ESG
Holdings, Inc., now known as Insignia Financial Group, Inc. dated August 10,
1998.

     All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents. Any statement in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superceded for the
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supercedes such statement. Any
statement so modified or superceded shall not be deemed, except as so modified
or superceded, to constitute part of this Registration Statement.

     Item 4. Description of Securities.
     ----------------------------------

     Not applicable.

     Item 5. Interest of Named Experts and Counsel.
     ----------------------------------------------

     Not applicable.

                                       3
Item 6. Indemnification of Directors and Officers.
     --------------------------------------------------

     The Corporation is incorporated in Delaware. Under Section 145 of the
General Corporation Law of the State of Delaware, a Delaware corporation has the
power, under specified circumstances, to indemnify its directors, officers,
employees and agents in connection with actions, suits or proceedings brought
against them by a third party or in the right of the corporation, by reason of
the fact that they were or are such directors, officers, employees or agents,
against expenses incurred in any action, suit or proceeding. Article Tenth of
the Certificate of Incorporation of the Corporation provides for indemnification
of directors and officers to the fullest extent permitted by the General
Corporation Law of the State of Delaware, and the Corporation has entered into
agreements with all its executive officers and directors with respect to such
indemnification. Reference is made to the Certificate of Incorporation of the
Corporation and such agreements, incorporated by reference to Exhibits 3.1 and
10.18, respectively, to the Corporation's Registration Statement on Form 10.

     The indemnification agreements entered into by the Corporation with all of
its directors and its executive officers are based on the provisions of the
General Corporation Law of the State of Delaware, which are contained primarily
in Section 145 of the General Corporation Law of the State of Delaware, but are
intended to provide broader indemnification than that which is specifically
provided by Section 145. The indemnification agreements provide generally that
the Corporation will to the fullest extent permitted by applicable law indemnify
the director or executive officer against expenses arising from any event or
occurrence, either prior to or after the time the indemnification agreement is
executed, related to the fact that such person is or was serving as a director
or executive officer of the Corporation (or of another entity at the
Corporation's request).

     The Corporation currently has directors and officers liability insurance
policies (the "Policies") in place principally through American International
Group ("AIG"). The Policies are "claims made" policies with a $75,000,000
aggregate coverage amount. However, the Board of Directors believes that it
serves the Corporation's best interest to supplement this coverage or any
coverage which the Corporation may maintain in the future by agreeing by
contract to indemnify directors and executive officers to the fullest extent
permitted under applicable law.

     Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision eliminating
or limiting the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
provided that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 (relating to liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock) of the General Corporation Law of the State
of Delaware, or (iv) for any transactions from which the director derived an
improper personal benefit. Article Eleventh of the Corporation's Certificate of
Incorporation contains such a provision.

                                       4
Item 7. Exemption from Registration Claimed.
     --------------------------------------------

     Not applicable.

     Item 8. Exhibits.
     -----------------

     4.1   Brooke International (China) Limited Share Option Scheme.

     5     Opinion of Proskauer Rose LLP.

     23.1  Consent of Ernst & Young LLP.

     23.2  Consent of Proskauer Rose LLP (included in Exhibit 5).

     24    Power of Attorney.

     Item 9. Undertakings.
     ---------------------

     (a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;

            (iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

         (2) That, for the purposes of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                       5
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       6
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 16th day of
February, 2001.

                                              INSIGNIA FINANCIAL GROUP, INC.

                                              By: /s/ Andrew L. Farkas
                                                  ------------------------
                                                  Andrew L. Farkas
                                                  Chairman and
                                                  Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

SIGNATURES                    TITLE                               DATE
----------                    -----                               ----

/s/ Andrew L. Farkas          Chief Executive Officer        February 16, 2001
---------------------         and Director (Principal
Andrew L. Farkas              Executive Officer)

/s/ James A. Aston            Chief Financial Officer        February 16, 2001
------------------            (Principal Financial and
James A. Aston                Accounting Officer)

-----------------             Director                       February __, 2001
Robert J. Denison

/s/ Robin L. Farkas           Director                       February 16, 2001
-------------------
Robin L. Farkas

/s/ Andrew J.M. Huntley       Director                       February 16, 2001
-----------------------
Andrew J.M. Huntley

/s/ Robert G. Koen            Director                       February 16, 2001
------------------
Robert G. Koen

/s/ Stephen B. Siegel         Director                       February 16, 2001
---------------------
Stephen B. Siegel

/s/ H. Strauss Zelnick        Director                       February 16, 2001
----------------------
H. Strauss Zelnick