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: February 28, 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

     On  February  27,   1997,   Insignia   Financial   Group,   Inc.   acquired
Rostenberg-Doern  Company, Inc. ("RDC"). RDC is a leading commercial real estate
services  provider  in  Westchester  County,  New  York  and  Fairfield  County,
Connecticut.  RDC, which had 1996 revenues of $4.2 million, will operate as part
of  Insignia   Commercial   Group,   Inc.  (ICG),  and  will  be  combined  with
Insignia/Edward S. Gordon Co., Inc., the ICG subsidiary that provides commercial
brokerage and property management services in the New York metropolitan area.

Item 7.  Financial Statement and Exhibits

        (c)     Exhibits

    Exhibit No.

10.1 Stock  Purchase and Asset  Acquisition  Agreement  dated as of February 28,
     1997  by and  among  Insignia/Edward  S.  Gordon  Co.,  Inc.  and  John  H.
     Rostenberg,  David A. Doern,  Rostenberg-Doern  Company,  Inc.,  Michael A.
     Klein, Gerard P. Hallock and William V. Cuddy, Jr.

99.1 Press Release dated February 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:  March 28, 1997
[{"type": "8-K", "sequence": "1", "description": "ROSTENBERG-DOERN ACQUISITION", "secsgml_size_bytes": 3037}]
{"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": "97566720"}, "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: February 28, 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

     On  February  27,   1997,   Insignia   Financial   Group,   Inc.   acquired
Rostenberg-Doern  Company, Inc. ("RDC"). RDC is a leading commercial real estate
services  provider  in  Westchester  County,  New  York  and  Fairfield  County,
Connecticut.  RDC, which had 1996 revenues of $4.2 million, will operate as part
of  Insignia   Commercial   Group,   Inc.  (ICG),  and  will  be  combined  with
Insignia/Edward S. Gordon Co., Inc., the ICG subsidiary that provides commercial
brokerage and property management services in the New York metropolitan area.

Item 7.  Financial Statement and Exhibits

        (c)     Exhibits

    Exhibit No.

10.1 Stock  Purchase and Asset  Acquisition  Agreement  dated as of February 28,
     1997  by and  among  Insignia/Edward  S.  Gordon  Co.,  Inc.  and  John  H.
     Rostenberg,  David A. Doern,  Rostenberg-Doern  Company,  Inc.,  Michael A.
     Klein, Gerard P. Hallock and William V. Cuddy, Jr.

99.1 Press Release dated February 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:  March 28, 1997