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 (Date of earliest event reported)         OCTOBER 1, 1998
                                                -----------------------------



                         INSIGNIA PROPERTIES TRUST
-----------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)



          MARYLAND                     1-14179                 57-1045190
-----------------------------------------------------------------------------
(State or other jurisdiction  (Commission File Number)       (IRS Employer
 of incorporation)                                        Identification No.)



       1873 SOUTH BELLAIRE STREET, 17TH FLOOR, DENVER, COLORADO 80222
-----------------------------------------------------------------------------
             (Address of principal executive offices)(Zip Code)



     Registrant's telephone number, including area code (303) 757-8101
     -----------------------------------------------------------------



ONE INSIGNIA FINANCIAL PLAZA, P.O. BOX 19059, GREENVILLE, SOUTH CAROLINA 29602
------------------------------------------------------------------------------
       (Former name or former address, if changed since last report)





ITEM 1.  CHANGE IN CONTROL OF REGISTRANT.

      On October 1, 1998, Apartment Investment and Management Company, a
Maryland corporation ("AIMCO"), completed the merger of Insignia Financial
Group, Inc., a Delaware corporation ("Insignia"), with and into AIMCO, with
AIMCO being the surviving corporation (the "Insignia Merger"). Pursuant to
the Amended and Restated Agreement and Plan of Merger, dated as of May 26,
1998, by and among AIMCO, AIMCO Properties, L.P., Insignia and Insignia/ESG
Holdings, Inc., each share of Insignia outstanding as of the effective time
of the Insignia Merger was converted into the right to receive 0.262 shares
of AIMCO Class E Cumulative Preferred Stock, par value $.01 per share, of
AIMCO (the "Class E Preferred Stock"). AIMCO will issue approximately 8.9
million shares of its Class E Preferred Stock to the former Insignia
stockholders. As a result of the Insignia Merger, AIMCO acquired
approximately 51% of the outstanding common shares of beneficial interest,
par value $.01 per share ("IPT Shares"), of Insignia Properties Trust, a
Maryland real estate investment trust ("IPT").

      Also, effective October 1, 1998, IPT and AIMCO entered into an
Agreement and Plan of Merger (the "IPT Merger Agreement"), pursuant to
which IPT is to be merged into AIMCO or a subsidiary of AIMCO (the "IPT
Merger"). The IPT Merger Agreement provides that, upon consummation of the
IPT Merger, IPT shareholders will receive $13.25 per share in cash or
$13.28 per share in shares of Class A Common Stock, par value $.01 per
share, of AIMCO, at AIMCO's option, as more fully provided therein. The
transactions contemplated by the IPT Merger Agreement are subject to
certain conditions. The IPT Merger requires the approval of the holders of
a majority of the outstanding IPT Shares. AIMCO has indicated that it
expects to vote all of the IPT Shares owned by it in favor of the IPT
Merger, and accordingly IPT shareholder approval is assured.

      Under the IPT Merger Agreement, AIMCO has agreed to vote all IPT
Shares owned by it and its subsidiaries in favor of the IPT Merger, and in
connection therewith AIMCO has granted an irrevocable limited proxy to
Andrew L. Farkas, James A. Aston and Frank M. Garrison to vote the IPT
Shares owned by AIMCO and its subsidiaries in favor of the IPT Merger (the
"Irrevocable Limited Proxy").

      The IPT Merger Agreement also provides that Andrew L. Farkas, James
A. Aston, Warren M. Eckstein, Frank M. Garrison and Bryan L. Herrman will
continue to serve as trustees of IPT (collectively, the "Continuing
Trustees") until the earlier of the closing of the IPT Merger or the
termination of the IPT Merger Agreement. Pursuant to the IPT Merger
Agreement and the Bylaws of IPT, a majority of the Continuing Trustees must
approve, among other things, the following actions: (i) removal of a
Continuing Trustee; (ii) termination of IPT's independent auditors or the
financial advisor or legal counsel for the IPT Merger; (iii) all
alternative proposals to acquire IPT or its subsidiaries; (iv) amendment or
waiver of any provision of (A) the IPT Merger Agreement, (B) the Fourth
Amended and Restated Agreement of Limited Partnership of Insignia
Properties, L.P., (C) the Declaration of Trust of IPT or (D) the Bylaws of
IPT; (v) modification of the powers of the Continuing Trustees; and (vi)
making of loans by IPT or its subsidiaries to AIMCO or its subsidiaries.
The Continuing Trustees' special powers terminate on the earliest to occur
of (i) the IPT Merger, (ii) January 1, 2002, or (iii) the sooner
termination of the IPT Merger Agreement under certain circumstances.

      In connection with the execution of the IPT Merger Agreement, AIMCO
and certain shareholders of IPT entered into an agreement, dated October 1,
1998 (the "Shareholder's Agreement"), whereby AIMCO agreed that, following
a termination of the IPT Merger Agreement under certain circumstances, it
will vote its IPT Shares as follows:  for the first two annual meetings of
IPT Shareholders following such a termination, in favor of designees of the
Continuing Trustees, so that such designees constitute a majority of the
trustees of the IPT Board, and thereafter in favor of designees of the
Continuing Trustees so that such designees constitute one less than a
majority of the trustees of the IPT Board.  The Shareholder's Agreement
remains in effect as long as AIMCO and/or its affiliates own at least 10%
of the outstanding IPT Shares, but terminates upon consummation of the IPT
Merger.  

      The summary description above of each of the IPT Merger Agreement,
Irrevocable Limited Proxy and Shareholder's Agreement is qualified in its
entirety by reference to Exhibits 2.1, 99.1 and 99.2 attached hereto, each
of which is incorporated by reference.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
         EXHIBITS.

      (c)   Exhibits.

             2.1        Agreement and Plan of Merger, dated as of October
                        1, 1998, by and between AIMCO and IPT.

             3.2        Second Amended and Restated Bylaws of IPT, dated
                        October 2, 1998.

            99.1        Irrevocable Limited Proxy, dated October 1,
                        1998, granted by AIMCO to Andrew L. Farkas, 
                        James A. Aston and Frank M. Garrison.

            99.2        Shareholder's Agreement, dated October 1,
                        1998, among AIMCO, Andrew L. Farkas, James A. Aston
                        and Frank M. Garrison.



                                 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 hereunto duly authorized.

                                    INSIGNIA PROPERTIES TRUST



                                    By: /s/ Patrick Foye
                                       -------------------------
                                       Patrick Foye,
                                       Executive Vice President




Dated:  October 15, 1998







                               EXHIBIT INDEX

EXHIBIT

 2.1        Agreement and Plan of Merger, dated as of October 1, 1998, by
            and between AIMCO and IPT.

 3.2        Second Amended and Restated Bylaws of IPT, dated October 2, 1998.

99.1        Irrevocable Limited Proxy, dated October 1, 1998, among
            AIMCO, Andrew L. Farkas, James A. Aston and Frank M. Garrison.

99.2        Shareholder's Agreement, dated October 1, 1998, among
            AIMCO, Andrew L. Farkas, James A. Aston and Frank M. Garrison.
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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 (Date of earliest event reported)         OCTOBER 1, 1998
                                                -----------------------------

                         INSIGNIA PROPERTIES TRUST
-----------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

          MARYLAND                     1-14179                 57-1045190
-----------------------------------------------------------------------------
(State or other jurisdiction  (Commission File Number)       (IRS Employer
 of incorporation)                                        Identification No.)

       1873 SOUTH BELLAIRE STREET, 17TH FLOOR, DENVER, COLORADO 80222
-----------------------------------------------------------------------------
             (Address of principal executive offices)(Zip Code)

     Registrant's telephone number, including area code (303) 757-8101
     -----------------------------------------------------------------

ONE INSIGNIA FINANCIAL PLAZA, P.O. BOX 19059, GREENVILLE, SOUTH CAROLINA 29602
------------------------------------------------------------------------------
       (Former name or former address, if changed since last report)

ITEM 1.  CHANGE IN CONTROL OF REGISTRANT.

      On October 1, 1998, Apartment Investment and Management Company, a
Maryland corporation ("AIMCO"), completed the merger of Insignia Financial
Group, Inc., a Delaware corporation ("Insignia"), with and into AIMCO, with
AIMCO being the surviving corporation (the "Insignia Merger"). Pursuant to
the Amended and Restated Agreement and Plan of Merger, dated as of May 26,
1998, by and among AIMCO, AIMCO Properties, L.P., Insignia and Insignia/ESG
Holdings, Inc., each share of Insignia outstanding as of the effective time
of the Insignia Merger was converted into the right to receive 0.262 shares
of AIMCO Class E Cumulative Preferred Stock, par value $.01 per share, of
AIMCO (the "Class E Preferred Stock"). AIMCO will issue approximately 8.9
million shares of its Class E Preferred Stock to the former Insignia
stockholders. As a result of the Insignia Merger, AIMCO acquired
approximately 51% of the outstanding common shares of beneficial interest,
par value $.01 per share ("IPT Shares"), of Insignia Properties Trust, a
Maryland real estate investment trust ("IPT").

      Also, effective October 1, 1998, IPT and AIMCO entered into an
Agreement and Plan of Merger (the "IPT Merger Agreement"), pursuant to
which IPT is to be merged into AIMCO or a subsidiary of AIMCO (the "IPT
Merger"). The IPT Merger Agreement provides that, upon consummation of the
IPT Merger, IPT shareholders will receive $13.25 per share in cash or
$13.28 per share in shares of Class A Common Stock, par value $.01 per
share, of AIMCO, at AIMCO's option, as more fully provided therein. The
transactions contemplated by the IPT Merger Agreement are subject to
certain conditions. The IPT Merger requires the approval of the holders of
a majority of the outstanding IPT Shares. AIMCO has indicated that it
expects to vote all of the IPT Shares owned by it in favor of the IPT
Merger, and accordingly IPT shareholder approval is assured.

      Under the IPT Merger Agreement, AIMCO has agreed to vote all IPT
Shares owned by it and its subsidiaries in favor of the IPT Merger, and in
connection therewith AIMCO has granted an irrevocable limited proxy to
Andrew L. Farkas, James A. Aston and Frank M. Garrison to vote the IPT
Shares owned by AIMCO and its subsidiaries in favor of the IPT Merger (the
"Irrevocable Limited Proxy").

      The IPT Merger Agreement also provides that Andrew L. Farkas, James
A. Aston, Warren M. Eckstein, Frank M. Garrison and Bryan L. Herrman will
continue to serve as trustees of IPT (collectively, the "Continuing
Trustees") until the earlier of the closing of the IPT Merger or the
termination of the IPT Merger Agreement. Pursuant to the IPT Merger
Agreement and the Bylaws of IPT, a majority of the Continuing Trustees must
approve, among other things, the following actions: (i) removal of a
Continuing Trustee; (ii) termination of IPT's independent auditors or the
financial advisor or legal counsel for the IPT Merger; (iii) all
alternative proposals to acquire IPT or its subsidiaries; (iv) amendment or
waiver of any provision of (A) the IPT Merger Agreement, (B) the Fourth
Amended and Restated Agreement of Limited Partnership of Insignia
Properties, L.P., (C) the Declaration of Trust of IPT or (D) the Bylaws of
IPT; (v) modification of the powers of the Continuing Trustees; and (vi)
making of loans by IPT or its subsidiaries to AIMCO or its subsidiaries.
The Continuing Trustees' special powers terminate on the earliest to occur
of (i) the IPT Merger, (ii) January 1, 2002, or (iii) the sooner
termination of the IPT Merger Agreement under certain circumstances.

      In connection with the execution of the IPT Merger Agreement, AIMCO
and certain shareholders of IPT entered into an agreement, dated October 1,
1998 (the "Shareholder's Agreement"), whereby AIMCO agreed that, following
a termination of the IPT Merger Agreement under certain circumstances, it
will vote its IPT Shares as follows:  for the first two annual meetings of
IPT Shareholders following such a termination, in favor of designees of the
Continuing Trustees, so that such designees constitute a majority of the
trustees of the IPT Board, and thereafter in favor of designees of the
Continuing Trustees so that such designees constitute one less than a
majority of the trustees of the IPT Board.  The Shareholder's Agreement
remains in effect as long as AIMCO and/or its affiliates own at least 10%
of the outstanding IPT Shares, but terminates upon consummation of the IPT
Merger.  

      The summary description above of each of the IPT Merger Agreement,
Irrevocable Limited Proxy and Shareholder's Agreement is qualified in its
entirety by reference to Exhibits 2.1, 99.1 and 99.2 attached hereto, each
of which is incorporated by reference.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
         EXHIBITS.

      (c)   Exhibits.

             2.1        Agreement and Plan of Merger, dated as of October
                        1, 1998, by and between AIMCO and IPT.

             3.2        Second Amended and Restated Bylaws of IPT, dated
                        October 2, 1998.

            99.1        Irrevocable Limited Proxy, dated October 1,
                        1998, granted by AIMCO to Andrew L. Farkas, 
                        James A. Aston and Frank M. Garrison.

            99.2        Shareholder's Agreement, dated October 1,
                        1998, among AIMCO, Andrew L. Farkas, James A. Aston
                        and Frank M. Garrison.

                                 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 hereunto duly authorized.

                                    INSIGNIA PROPERTIES TRUST

                                    By: /s/ Patrick Foye
                                       -------------------------
                                       Patrick Foye,
                                       Executive Vice President

Dated:  October 15, 1998

                               EXHIBIT INDEX

EXHIBIT

 2.1        Agreement and Plan of Merger, dated as of October 1, 1998, by
            and between AIMCO and IPT.

 3.2        Second Amended and Restated Bylaws of IPT, dated October 2, 1998.

99.1        Irrevocable Limited Proxy, dated October 1, 1998, among
            AIMCO, Andrew L. Farkas, James A. Aston and Frank M. Garrison.

99.2        Shareholder's Agreement, dated October 1, 1998, among
            AIMCO, Andrew L. Farkas, James A. Aston and Frank M. Garrison.