SECURITIES AND EXCHANGE COMMISSION

                                 WASHINGTON, DC
                                     20549


                    ________________________________________

                                    FORM 8-K
                    ________________________________________

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                        Date of Report: October 27, 1997
                       (Date of earliest event reported)


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


       DELAWARE                          0-19066                  13-3591193
(State or other jurisdiction of        (Commission            (I.R.S. Employer
incorporation or organization)         File Number)            Identification
                                                                   Number)


                          One Insignia Financial Plaza
                              Post Office Box 1089
                        Greenville, South Carolina 29602
                    (Address of Principal Executive Office)


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


                     ______________________________________




<PAGE>


Item 5.  Other Events

     Insignia  Financial Group, Inc., has acquired (i) 100% of the Class B stock
of First Winthrop  Corporation  ("FWC"), and (ii) a general partnership interest
in Winthrop Financial  Associates ("WFA"),  which together provide Insignia with
the  exclusive  right to direct  the  activities  of  partnerships  which own 47
apartment  complexes  comprising   approximately  16,500  apartment  units.  The
properties owned by these partnerships have a gross  capitalization in excess of
$400 million. In addition,  Insignia also acquired,  and otherwise contracted to
acquire,  limited partnership  interests in many of these partnerships which own
29 properties  comprising  approximately  12,000 units. The limited  partnership
interests  acquired by Insignia  range from 6% to 35% of the  ownership of these
partnerships.  The net purchase price for all of the above was approximately $69
million  payable  all in  cash.  Insignia  expects  that  the  transaction  will
contribute  approximately  $9.5  million  per year in  combined  EBITDA  and FFO
commencing in January 1998.

     Insignia will  immediately  undertake  the  responsibility  for  operating,
administering,  and managing both the  partnerships  and the properties owned by
the  partnerships,  and has  granted  an option  to  Insignia's  80% owned  REIT
subsidiary,   Insignia   Properties  Trust  ("IPT"),   to  acquire  the  limited
partnership  interests and certain  attendant rights at Insignia's cost plus the
cost of financing.


Item 7.  Financial Statement and Exhibits

         (c)     Exhibits

    Exhibit No.

     10.1                  Subscription and Purchase Agreement dated as of 
                           October 27, 1997, among Insignia  Financial  Group, 
                           Inc.,  IPT I LLC, and Winthrop Financial  Associates,
                           First Winthrop  Corporation,  the  entities 
                           identified  on Annex A hereto. 

     10.2                  Stockholders'  Agreement,  dated as of October 27, 
                           1997,  between  Winthrop Financial  Associates, and 
                           Insignia   Financial  Group,  Inc.  

     99.1                  Press Release dated October 28, 1997






<PAGE>


                                   SIGNATURES


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


                                       INSIGNIA FINANCIAL GROUP, INC.

 

                                        By:   /s/ John K. Lines
                                        -----------------------
                                              John K. Lines
                                              General Counsel

Date:  November 10, 1997
[{"type": "8-K", "sequence": "1", "description": "ACQUISITION OF WINTHROP", "secsgml_size_bytes": 4280}]
{"company-data": {"conformed-name": "INSIGNIA FINANCIAL GROUP INC", "cik": "0000870480", "assigned-sic": "6552", "irs-number": "133591193", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-13962", "film-number": "97711888"}, "business-address": {"street1": "ONE INSIGNIA FINANCIAL PLZ", "street2": "PO BOX 1089", "city": "GREENVILLE", "state": "SC", "zip": "29602", "phone": "8032391000"}, "mail-address": {"street1": "ONE INSIGNIA FINANCIAL PLZ", "street2": "PO BOX 1089", "city": "GREENVILLE", "state": "SC", "zip": "29602"}, "former-company": {"former-conformed-name": "METSOUTH FINANCIAL CORPORATION", "date-changed": "19600201"}}
SECURITIES AND EXCHANGE COMMISSION

                                 WASHINGTON, DC
                                     20549

                    ________________________________________

                                    FORM 8-K
                    ________________________________________

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                        Date of Report: October 27, 1997
                       (Date of earliest event reported)

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

       DELAWARE                          0-19066                  13-3591193
(State or other jurisdiction of        (Commission            (I.R.S. Employer
incorporation or organization)         File Number)            Identification
                                                                   Number)

                          One Insignia Financial Plaza
                              Post Office Box 1089
                        Greenville, South Carolina 29602
                    (Address of Principal Executive Office)

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

                     ______________________________________
Item 5.  Other Events

     Insignia  Financial Group, Inc., has acquired (i) 100% of the Class B stock
of First Winthrop  Corporation  ("FWC"), and (ii) a general partnership interest
in Winthrop Financial  Associates ("WFA"),  which together provide Insignia with
the  exclusive  right to direct  the  activities  of  partnerships  which own 47
apartment  complexes  comprising   approximately  16,500  apartment  units.  The
properties owned by these partnerships have a gross  capitalization in excess of
$400 million. In addition,  Insignia also acquired,  and otherwise contracted to
acquire,  limited partnership  interests in many of these partnerships which own
29 properties  comprising  approximately  12,000 units. The limited  partnership
interests  acquired by Insignia  range from 6% to 35% of the  ownership of these
partnerships.  The net purchase price for all of the above was approximately $69
million  payable  all in  cash.  Insignia  expects  that  the  transaction  will
contribute  approximately  $9.5  million  per year in  combined  EBITDA  and FFO
commencing in January 1998.

     Insignia will  immediately  undertake  the  responsibility  for  operating,
administering,  and managing both the  partnerships  and the properties owned by
the  partnerships,  and has  granted  an option  to  Insignia's  80% owned  REIT
subsidiary,   Insignia   Properties  Trust  ("IPT"),   to  acquire  the  limited
partnership  interests and certain  attendant rights at Insignia's cost plus the
cost of financing.

Item 7.  Financial Statement and Exhibits

         (c)     Exhibits

    Exhibit No.

     10.1                  Subscription and Purchase Agreement dated as of 
                           October 27, 1997, among Insignia  Financial  Group, 
                           Inc.,  IPT I LLC, and Winthrop Financial  Associates,
                           First Winthrop  Corporation,  the  entities 
                           identified  on Annex A hereto. 

     10.2                  Stockholders'  Agreement,  dated as of October 27, 
                           1997,  between  Winthrop Financial  Associates, and 
                           Insignia   Financial  Group,  Inc.  

     99.1                  Press Release dated October 28, 1997
SIGNATURES

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

                                       INSIGNIA FINANCIAL GROUP, INC.

 

                                        By:   /s/ John K. Lines
                                        -----------------------
                                              John K. Lines
                                              General Counsel

Date:  November 10, 1997