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: July 1, 1996
                        (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: (803) 239-1000


                     ______________________________________




<PAGE>


Item 5.  Other Events


     On  July  1,  1996,  Insignia  Financial  Group,  Inc.  ("Insignia"  or the
"Company"),  pursuant to a Stock and Note Purchase Agreement ("Agreement") dated
as of May 31, 1996 among Paragon Group, L.P., Texas Paragon Management Partners,
L.P., Paragon Group Property Services,  Inc. and Insignia Commercial Group, Inc.
acquired Paragon Group, Inc.'s commercial property services operations ("Paragon
Commercial").  The  purchase  price was $18.1  million in cash plus an "Earn-Out
Amount" of up to an  additional  $4 million  in the event  that  certain  future
revenue  targets are met plus  warrants to purchase  50,000 shares of Insignia's
Class A Common Stock at a price of $28.96.

     The  acquisition  of Paragon  Commercial  adds 200  assets  with a total of
approximately  24 million square feet of office,  retail and industrial space to
Insignia's existing commercial services portfolio.  The Company anticipates that
Paragon  Commercial will add revenues of approximately $18 million to Insignia's
commercial  operations,  which would then total  approximately 85 million square
feet.

Item 7.  Financial Statement and Exhibits

      (c)   Exhibits

      Exhibit No.                               Exhibit
 
      4.1                           Warrant Agreement dated as of June 30,
                                    1996 by and between Paragon Group, L.P.
                                    and Insignia Financial Group, Inc.
 
      4.2                           Warrant No. 38 to Purchase up to 50,000
                                    Shares of Class A Common Stock of
                                    Insignia Financial Group, Inc.

      4.3                           Registration Rights Agreement
 
      10.1                          Agreement dated as of May 31, 1996 among
                                    Paragon Group, L.P., Texas Paragon
                                    Management Partners, L.P., Paragon Group
                                    Property Services, Inc. (collectively, the
                                    "Sellers") and Insignia Commercial Group,
                                    Inc. (the "Buyer")

      10.2                          Addendum to Stock and Note Purchase
                                    Agreement and Escrow Agreement dated as of
                                    June 26, 1996

      99.1                          Press Release issued June 3, 1996

      99.2                          Press Release dated July 3, 1996

 
 

<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:  July 12, 1996
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{"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": "96594667"}, "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: July 1, 1996
                        (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: (803) 239-1000

                     ______________________________________
Item 5.  Other Events

     On  July  1,  1996,  Insignia  Financial  Group,  Inc.  ("Insignia"  or the
"Company"),  pursuant to a Stock and Note Purchase Agreement ("Agreement") dated
as of May 31, 1996 among Paragon Group, L.P., Texas Paragon Management Partners,
L.P., Paragon Group Property Services,  Inc. and Insignia Commercial Group, Inc.
acquired Paragon Group, Inc.'s commercial property services operations ("Paragon
Commercial").  The  purchase  price was $18.1  million in cash plus an "Earn-Out
Amount" of up to an  additional  $4 million  in the event  that  certain  future
revenue  targets are met plus  warrants to purchase  50,000 shares of Insignia's
Class A Common Stock at a price of $28.96.

     The  acquisition  of Paragon  Commercial  adds 200  assets  with a total of
approximately  24 million square feet of office,  retail and industrial space to
Insignia's existing commercial services portfolio.  The Company anticipates that
Paragon  Commercial will add revenues of approximately $18 million to Insignia's
commercial  operations,  which would then total  approximately 85 million square
feet.

Item 7.  Financial Statement and Exhibits

      (c)   Exhibits

      Exhibit No.                               Exhibit
 
      4.1                           Warrant Agreement dated as of June 30,
                                    1996 by and between Paragon Group, L.P.
                                    and Insignia Financial Group, Inc.
 
      4.2                           Warrant No. 38 to Purchase up to 50,000
                                    Shares of Class A Common Stock of
                                    Insignia Financial Group, Inc.

      4.3                           Registration Rights Agreement
 
      10.1                          Agreement dated as of May 31, 1996 among
                                    Paragon Group, L.P., Texas Paragon
                                    Management Partners, L.P., Paragon Group
                                    Property Services, Inc. (collectively, the
                                    "Sellers") and Insignia Commercial Group,
                                    Inc. (the "Buyer")

      10.2                          Addendum to Stock and Note Purchase
                                    Agreement and Escrow Agreement dated as of
                                    June 26, 1996

      99.1                          Press Release issued June 3, 1996

      99.2                          Press Release dated July 3, 1996
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:  July 12, 1996