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 2.  Acquisition or Disposition of Assets


     On  July  1,  1996  ("Closing  Date"),   Insignia   Financial  Group,  Inc.
("Insignia" or the "Company") acquired substantially all of the assets of Edward
S. Gordon Company,  Incorporated and its affiliates ("ESG"), the nation's fourth
largest commercial real estate firm in its New York headquarters market pursuant
to an Asset and Stock Purchase  Agreement (the "Agreement") dated as of June 17,
1996 among Insignia Financial Group, Inc., Insignia Buyer Corporation, Edward S.
Gordon Company  Incorporated,  Edward S. Gordon Company of New Jersey,  Inc. and
Edward S. Gordon.  The assets acquired  included leases for office space at four
locations where ESG operates its commercial real estate business,  together with
related furniture,  fixtures and equipment. The company intends to continue such
use of the acquired assets.

     The purchase  price was $73.8 million paid $49.3 million in cash at closing
with the balance, which was determined through arms-length negotiation,  through
the assumption of existing ESG stock  options.  The cash portion of the purchase
price was financed by borrowing under the Company's  syndicated  credit facility
with First Union National Bank of South Carolina as  Administrative  Agent;  and
Lehman Commercial Paper, Inc., as Syndication Agent.

     ESG provides  commercial  property management services for approximately 27
million  square feet of office  space,  primarily  in the New York  metropolitan
area. The company also provides commercial leasing,  tenant representation,  and
corporate  consulting  services for properties and tenants  primarily in the New
York  New  Jersey  and  Connecticut  markets,  as well as  investment  sales  of
commercial properties nationally.  ESG will operate as a wholly-owned subsidiary
of Insignia.


<PAGE>



Item 7.  Financial Statement and Exhibits

         (c)      Exhibits

         Exhibit No.                                                   Exhibit

           2.1                            Asset and Stock Purchase Agreement
                                          dated as of June 17, 1996 among
                                          Insignia Financial Group, Inc.,
                                          Insignia Buyer Corporation, Edward
                                          S. Gordon Company Incorporated,
                                          Edward S. Gordon Company of New
                                          Jersey, Inc. and Edward S. Gordon

            10.1                          $5,000,000 Promissory Note of Edward
                                          S. Gordon Company Incorporated and
                                          Edward S. Gordon Company of New 
                                          Jersey, Inc.

            10.2                          Employment Agreement dated as of
                                          June 17, 1996 by and among Insignia
                                          Financial Group, Inc., Insignia Buyer
                                          Corporation and Edward S. Gordon

            10.3                          Employment Agreement dated as of
                                          June 17, 1996 by and among Insignia
                                          Financial Group, Inc., Insignia Buyer
                                          Corporation and Anthony M.
                                          Saytanides

            10.4                          Employment Agreement dated as of
                                          June 17, 1996 by and among Insignia
                                          Financial Group, Inc., Insignia Buyer
                                          Corporation and Stephen B. Siegel

            99.1                          Press Release dated June 17, 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 11, 1996
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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 2.  Acquisition or Disposition of Assets

     On  July  1,  1996  ("Closing  Date"),   Insignia   Financial  Group,  Inc.
("Insignia" or the "Company") acquired substantially all of the assets of Edward
S. Gordon Company,  Incorporated and its affiliates ("ESG"), the nation's fourth
largest commercial real estate firm in its New York headquarters market pursuant
to an Asset and Stock Purchase  Agreement (the "Agreement") dated as of June 17,
1996 among Insignia Financial Group, Inc., Insignia Buyer Corporation, Edward S.
Gordon Company  Incorporated,  Edward S. Gordon Company of New Jersey,  Inc. and
Edward S. Gordon.  The assets acquired  included leases for office space at four
locations where ESG operates its commercial real estate business,  together with
related furniture,  fixtures and equipment. The company intends to continue such
use of the acquired assets.

     The purchase  price was $73.8 million paid $49.3 million in cash at closing
with the balance, which was determined through arms-length negotiation,  through
the assumption of existing ESG stock  options.  The cash portion of the purchase
price was financed by borrowing under the Company's  syndicated  credit facility
with First Union National Bank of South Carolina as  Administrative  Agent;  and
Lehman Commercial Paper, Inc., as Syndication Agent.

     ESG provides  commercial  property management services for approximately 27
million  square feet of office  space,  primarily  in the New York  metropolitan
area. The company also provides commercial leasing,  tenant representation,  and
corporate  consulting  services for properties and tenants  primarily in the New
York  New  Jersey  and  Connecticut  markets,  as well as  investment  sales  of
commercial properties nationally.  ESG will operate as a wholly-owned subsidiary
of Insignia.
Item 7.  Financial Statement and Exhibits

         (c)      Exhibits

         Exhibit No.                                                   Exhibit

           2.1                            Asset and Stock Purchase Agreement
                                          dated as of June 17, 1996 among
                                          Insignia Financial Group, Inc.,
                                          Insignia Buyer Corporation, Edward
                                          S. Gordon Company Incorporated,
                                          Edward S. Gordon Company of New
                                          Jersey, Inc. and Edward S. Gordon

            10.1                          $5,000,000 Promissory Note of Edward
                                          S. Gordon Company Incorporated and
                                          Edward S. Gordon Company of New 
                                          Jersey, Inc.

            10.2                          Employment Agreement dated as of
                                          June 17, 1996 by and among Insignia
                                          Financial Group, Inc., Insignia Buyer
                                          Corporation and Edward S. Gordon

            10.3                          Employment Agreement dated as of
                                          June 17, 1996 by and among Insignia
                                          Financial Group, Inc., Insignia Buyer
                                          Corporation and Anthony M.
                                          Saytanides

            10.4                          Employment Agreement dated as of
                                          June 17, 1996 by and among Insignia
                                          Financial Group, Inc., Insignia Buyer
                                          Corporation and Stephen B. Siegel

            99.1                          Press Release dated June 17, 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 11, 1996