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 21, 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

     Angeles Mortgage  Investment  Trust ("AMIT") and Insignia  Properties Trust
("IPT"),  a REIT that is a  controlled,  majority  owned  affiliate  of Insignia
Financial Group,  Inc.  ("Insignia"),  announced that AMIT and IPT have executed
definitive agreements to effect a non-taxable merger of the two entities.

     The definitive  agreement  provides that each share of the Class A stock of
AMIT will be valued at $16.25 and exchanged for 1.625 shares of the Common Stock
of IPT valued for purposes of the merger at $10.00 per share. The exchange ratio
will be adjusted to reflect dividends and earnings of the respective trusts from
December 31, 1996,  through the closing of the  transaction.  Upon completion of
the merger, the combined entity will be named Insignia Properties Trust and will
continue to be publicly traded.  Closing of the merger is contingent upon, among
other  things,  AMIT's  receipt of a fairness  opinion,  and the approval of the
proposed transaction by certain governmental authorities and by the shareholders
of AMIT and IPT.



Item 7.  Financial Statement and Exhibits

         (c)     Exhibits

    Exhibit No.

     99.1        Press Release dated July 21, 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 and Secretary

Date:  August 1, 1997
[{"type": "8-K", "sequence": "1", "description": "IPT/AMIT DEFINITIVE MERGER AGREEMENTS", "secsgml_size_bytes": 3246}]
{"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": "97650564"}, "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 21, 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

     Angeles Mortgage  Investment  Trust ("AMIT") and Insignia  Properties Trust
("IPT"),  a REIT that is a  controlled,  majority  owned  affiliate  of Insignia
Financial Group,  Inc.  ("Insignia"),  announced that AMIT and IPT have executed
definitive agreements to effect a non-taxable merger of the two entities.

     The definitive  agreement  provides that each share of the Class A stock of
AMIT will be valued at $16.25 and exchanged for 1.625 shares of the Common Stock
of IPT valued for purposes of the merger at $10.00 per share. The exchange ratio
will be adjusted to reflect dividends and earnings of the respective trusts from
December 31, 1996,  through the closing of the  transaction.  Upon completion of
the merger, the combined entity will be named Insignia Properties Trust and will
continue to be publicly traded.  Closing of the merger is contingent upon, among
other  things,  AMIT's  receipt of a fairness  opinion,  and the approval of the
proposed transaction by certain governmental authorities and by the shareholders
of AMIT and IPT.

Item 7.  Financial Statement and Exhibits

         (c)     Exhibits

    Exhibit No.

     99.1        Press Release dated July 21, 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 and Secretary

Date:  August 1, 1997