content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                            ----------------------------
  
                                      FORM 8-K
  
                            ----------------------------
                                   CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934
  
                            DATE OF REPORT: APRIL 8, 2002
                          (Date of earliest event reported)
  
                            ----------------------------
  
                           Commission File Number 1-14373
  
            INSIGNIA FINANCIAL GROUP, INC. 401(k) RETIREMENT SAVINGS PLAN
               (Exact Name of Registrant as Specified in Its Charter)
  
                                 DELAWARE 56-2084290
            (State of Incorporation) (I.R.S. Employer Identification No.)
  
  
                      200 PARK AVENUE, NEW YORK, NEW YORK 10166
                 (Address of Principal Executive Offices) (Zip Code)
  
  
                                   (212) 984-8033
                (Registrant's Telephone Number, Including Area Code)
  
  
  
  
  
  
  
  <PAGE>
  
  
  ITEM 5.  OTHER EVENTS
  
  
  1. On April 8, 2002, Insignia Financial Group, Inc. (the "Company"), sponsor of
  the Insignia Financial Group, Inc. 401(k) Retirement Savings Plan (the "Plan"),
  decided to end the engagement of Ernst & Young LLP as the Company's independent
  accountant.
  
  2. The decision to change accountants was recommended by the Company's Audit
  Committee and approved by the Company's Board of Directors.
  
  3. The reports of Ernst & Young LLP on the Plan's financial statements for the
  years ended December 31, 2001 and December 31, 2000 did not contain an adverse
  opinion or a disclaimer of opinion, and were not qualified or modified as to
  uncertainty, audit scope or accounting principles.
  
  4. During the years ended December 31, 2001 and December 31, 2000 and through
  April 8, 2002, there were no disagreements with Ernst & Young LLP on any matter
  of accounting principles or practices, financial statement disclosure, or
  auditing scope or procedure, which disagreements, if not resolved to the
  satisfaction of Ernst & Young LLP, would have caused it to make reference
  thereto in its reports on the financial statements for such periods.
  
  5. During the years ended December 31, 2001 and December 31, 2000 and through
  April 8, 2002, there have occurred none of the "reportable events" listed in
  Item 304(a)(1)(v) of Regulation S-K.
  
  6. The Plan has requested that Ernst & Young LLP furnish a letter addressed to
  the Securities and Exchange Commission stating whether or not it agrees with the
  above statements. A copy of such letter, dated June 26, 2002, is filed as
  Exhibit 16.1 to this Form 8-K.
  
  7. Effective April 11, 2002, the Company retained KPMG LLP to serve as the
  Company's independent accountant. In connection with this change, it was decided
  that KPMG LLP should also serve as the independent accountant for the Plan.
  
  8. During the years ended December 31, 2001 and December 31, 2000 and through
  April 8, 2002, the Plan did not consult KPMG LLP regarding any of the matters
  identified in Item 304(a)(2) of Regulation S-K.
  
  
  <PAGE>
  
  
  ITEM 7.           EXHIBITS
  
       16.1 Letter from Ernst & Young LLP confirming its agreement with the
  information contained in this Report.
  
  
  
  <PAGE>
  
  
                                     SIGNATURE
  
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Plan has duly caused this report to be signed on its behalf by the undersigned
  thereto duly authorized.
  
  
                                           INSIGNIA FINANCIAL GROUP, INC.
                                           401(k) RETIREMENT SAVINGS PLAN
  
  June 26, 2002
  
                                           By:/s/ Adam B. Gilbert
                                              ------------------------------
                                           Name: Adam B. Gilbert
                                           Title:  Executive Vice President
  
  
  <PAGE>
  
  
                             [ERNST & YOUNG LETTERHEAD]
  
  Exhibit 16.1
  
  
  June 26, 2002
  
  
  Securities and Exchange Commission
  450 Fifth Street, N.W.
  Washington, DC 20549
  
  
  Gentlemen:
  
  We have read Item 5 of Form 8-K signed June 26, 2002 of the  Insignia  Financial
  Group,  Inc.  401(k)  Retirement  Savings  Plan  and are in  agreement  with the
  statements  contained in paragraphs 1, 3, 4, and 5 therein.  We have no basis to
  agree or disagree with the other statements of the registrant contained therein.
  
  
                                                           Ernst & Young LLP
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metadata_filer: {"company-data": {"conformed-name": "INSIGNIA FINANCIAL GROUP INC /DE/", "cik": "0001067462", "assigned-sic": "6552", "irs-number": "562084290", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14373", "film-number": "02687949"}, "business-address": {"street1": "200 PARK AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10166", "phone": "2129848033"}, "mail-address": {"street1": "200 PARK AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10166"}, "former-company": {"former-conformed-name": "INSIGNIA ESG HOLDINGS INC", "date-changed": "19980803"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                            ----------------------------
  
                                      FORM 8-K
  
                            ----------------------------
                                   CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934
  
                            DATE OF REPORT: APRIL 8, 2002
                          (Date of earliest event reported)
  
                            ----------------------------
  
                           Commission File Number 1-14373
  
            INSIGNIA FINANCIAL GROUP, INC. 401(k) RETIREMENT SAVINGS PLAN
               (Exact Name of Registrant as Specified in Its Charter)
  
                                 DELAWARE 56-2084290
            (State of Incorporation) (I.R.S. Employer Identification No.)
  
                      200 PARK AVENUE, NEW YORK, NEW YORK 10166
                 (Address of Principal Executive Offices) (Zip Code)
  
                                   (212) 984-8033
                (Registrant's Telephone Number, Including Area Code)
  ITEM 5.  OTHER EVENTS
  
  1. On April 8, 2002, Insignia Financial Group, Inc. (the "Company"), sponsor of
  the Insignia Financial Group, Inc. 401(k) Retirement Savings Plan (the "Plan"),
  decided to end the engagement of Ernst & Young LLP as the Company's independent
  accountant.
  
  2. The decision to change accountants was recommended by the Company's Audit
  Committee and approved by the Company's Board of Directors.
  
  3. The reports of Ernst & Young LLP on the Plan's financial statements for the
  years ended December 31, 2001 and December 31, 2000 did not contain an adverse
  opinion or a disclaimer of opinion, and were not qualified or modified as to
  uncertainty, audit scope or accounting principles.
  
  4. During the years ended December 31, 2001 and December 31, 2000 and through
  April 8, 2002, there were no disagreements with Ernst & Young LLP on any matter
  of accounting principles or practices, financial statement disclosure, or
  auditing scope or procedure, which disagreements, if not resolved to the
  satisfaction of Ernst & Young LLP, would have caused it to make reference
  thereto in its reports on the financial statements for such periods.
  
  5. During the years ended December 31, 2001 and December 31, 2000 and through
  April 8, 2002, there have occurred none of the "reportable events" listed in
  Item 304(a)(1)(v) of Regulation S-K.
  
  6. The Plan has requested that Ernst & Young LLP furnish a letter addressed to
  the Securities and Exchange Commission stating whether or not it agrees with the
  above statements. A copy of such letter, dated June 26, 2002, is filed as
  Exhibit 16.1 to this Form 8-K.
  
  7. Effective April 11, 2002, the Company retained KPMG LLP to serve as the
  Company's independent accountant. In connection with this change, it was decided
  that KPMG LLP should also serve as the independent accountant for the Plan.
  
  8. During the years ended December 31, 2001 and December 31, 2000 and through
  April 8, 2002, the Plan did not consult KPMG LLP regarding any of the matters
  identified in Item 304(a)(2) of Regulation S-K.
  ITEM 7.           EXHIBITS
  
       16.1 Letter from Ernst & Young LLP confirming its agreement with the
  information contained in this Report.
  SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Plan has duly caused this report to be signed on its behalf by the undersigned
  thereto duly authorized.
  
                                           INSIGNIA FINANCIAL GROUP, INC.
                                           401(k) RETIREMENT SAVINGS PLAN
  
  June 26, 2002
  
                                           By:/s/ Adam B. Gilbert
                                              ------------------------------
                                           Name: Adam B. Gilbert
                                           Title:  Executive Vice President
  [ERNST & YOUNG LETTERHEAD]
  
  Exhibit 16.1
  
  June 26, 2002
  
  Securities and Exchange Commission
  450 Fifth Street, N.W.
  Washington, DC 20549
  
  Gentlemen:
  
  We have read Item 5 of Form 8-K signed June 26, 2002 of the  Insignia  Financial
  Group,  Inc.  401(k)  Retirement  Savings  Plan  and are in  agreement  with the
  statements  contained in paragraphs 1, 3, 4, and 5 therein.  We have no basis to
  agree or disagree with the other statements of the registrant contained therein.
  
                                                           Ernst & Young LLP