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.
               (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 4.  CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS
  
  (a)  The  following  sets forth the  information  required by Item  304(a)(1) of
  Regulation S-K:
  
       (i)   On April 8, 2002 Ernst & Young LLP was dismissed as the Registrant's
             principal independent accountant.
  
  
       (ii)  The reports of Ernst & Young LLP on the Registrant'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.
  
  
       (iii) The decision to change accountants was recommended by the
             Registrant's Audit Committee and approved by the Registrant's Board
             of Directors.
  
  
       (iv)  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.
  
       (v)   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.
  
  (b)  The  Registrant  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 April 11, 2002,
  is filed as Exhibit 16.1 to this Form 8-K.
  
  (c)  The Registrant has  retained KPMG LLP as its principal independent
  accountant, effective April 11, 2002. During the years ended December 31, 2001
  and December 31, 2000 and through April 8, 2002, the Registrant 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
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned thereto duly authorized.
  
  
                                         INSIGNIA FINANCIAL GROUP, INC.
  
  April 12, 2002
  
                                         By: /s/ Adam B. Gilbert
                                            -------------------------------
                                         Name:  Adam B. Gilbert
                                         Title: Executive Vice President
  
  
  <PAGE>
  
  
                             [ERNST & YOUNG LETTERHEAD]
  
  Exhibit 16.1
  
  
  April 11, 2002
  
  
  Securities and Exchange Commission
  450 Fifth Street, N.W.
  Washington, DC 20549
  
  
  Gentlemen:
  
  We have read Item 4 of Form 8-K dated April 8, 2002 of Insignia Financial Group,
  Inc.  and are in  agreement  with  the  statements  contained  in subparagraph
  (a)(ii),  (a)(iv) and (a)(v) therein. We have no basis to agree or disagree with
  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": "02609149"}, "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.
               (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 4.  CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS
  
  (a)  The  following  sets forth the  information  required by Item  304(a)(1) of
  Regulation S-K:
  
       (i)   On April 8, 2002 Ernst & Young LLP was dismissed as the Registrant's
             principal independent accountant.
  
       (ii)  The reports of Ernst & Young LLP on the Registrant'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.
  
       (iii) The decision to change accountants was recommended by the
             Registrant's Audit Committee and approved by the Registrant's Board
             of Directors.
  
       (iv)  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.
  
       (v)   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.
  
  (b)  The  Registrant  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 April 11, 2002,
  is filed as Exhibit 16.1 to this Form 8-K.
  
  (c)  The Registrant has  retained KPMG LLP as its principal independent
  accountant, effective April 11, 2002. During the years ended December 31, 2001
  and December 31, 2000 and through April 8, 2002, the Registrant 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
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned thereto duly authorized.
  
                                         INSIGNIA FINANCIAL GROUP, INC.
  
  April 12, 2002
  
                                         By: /s/ Adam B. Gilbert
                                            -------------------------------
                                         Name:  Adam B. Gilbert
                                         Title: Executive Vice President
  [ERNST & YOUNG LETTERHEAD]
  
  Exhibit 16.1
  
  April 11, 2002
  
  Securities and Exchange Commission
  450 Fifth Street, N.W.
  Washington, DC 20549
  
  Gentlemen:
  
  We have read Item 4 of Form 8-K dated April 8, 2002 of Insignia Financial Group,
  Inc.  and are in  agreement  with  the  statements  contained  in subparagraph
  (a)(ii),  (a)(iv) and (a)(v) therein. We have no basis to agree or disagree with
  other statements of the registrant contained therein.
  
                                                      Ernst & Young LLP