As filed with the Securities and Exchange Commission on August 23, 1996
                                                  Registration No. 333-
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ______________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ______________________

                         INSIGNIA FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                              13-3591193
    (State or other jurisdiction of        (I.R.S. Employer Identification
    incorporation or organization)                     Number)

                          One Insignia Financial Plaza
                                  P.O. Box 1089
                        Greenville, South Carolina 29602
               (Address of principal executive offices) (Zip code)

                       Insignia 1992 Stock Incentive Plan
                            (Full Title of the Plan)

                               John K. Lines, Esq.
                          General Counsel and Secretary
                         Insignia Financial Group, Inc.
                          One Insignia Financial Plaza
                                  P.O. Box 1089
                        Greenville, South Carolina 29602
                                 (864) 239-1000
                      (Name, address and telephone number,
                   including area code, of agent for service)
                        _________________________________

                                   Copies to:
                             Arnold S. Jacobs, Esq.
                      Proskauer Rose Goetz & Mendelsohn LLP
                                  1585 Broadway
                            New York, New York 10036
                                 (212) 969-3000
                        _________________________________

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

================================================================================
<S>                    <C>                <C>               <C>                  <C>    
Title of securities      Amount to be     Proposed maximum  Proposed maximum      Amount of
be registered             registered       offering price   aggregate offering   registration
                                             per share           price              fee(1)
Class A Common                                                           
Stock, par value       1,565,900 shares      $18.0787       $ 28,309,381.26      $ 9,761.86(2)
$0.01 per share          434,100 shares      $25.75(2)      $ 11,178,075.00      $ 3,854.51(2)
                         -------                                               ------------ 
                       2,000,000 shares                                Total     $13,616.37(2)
================================================================================
<FN>

(1)  Pursuant to General  Instruction  E to Form S-8, a filing fee is only being
     pa d with  respect  to the  registration  of these  additional  securities.
     Registration   Statements   on  Form  S-8  have   previously   been   filed
     (Registration Nos. 33-55278 and 33-82414) for the existing securities under
     the Insignia 1992 Stock Incentive Plan.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rule  457(h) of the  Securities  Act of 1933 with  respect  to
     1,565,900  shares and  pursuant  to Rule 457(c) as to 434,100  shares.  The
     awards granted under the Plan relating to the 1,565,900 shares have varying
     exercise  prices  ranging up to $28.50 per share,  with an average price of
     $18.0787 per share.

</FN>
</TABLE>
                                         1
<PAGE>

     Explanatory Note: This  Registration  Statement is filed in accordance with
General  Instruction E to Form S-8. It reflects the additional  registration  of
2,000,000  shares of Class A Common  Stock,  par value $0.01 per share  ("Common
Stock"), of Insignia Financial Group, Inc. ("Insignia") which may be issued upon
exercise  of options  and  restricted  share  awards  granted  and to be granted
pursuant  to  Insignia's  1992  Stock  Incentive  Plan  (the  "Plan").  Insignia
initially  registered  666,666  shares of Common Stock (after giving effect to a
one-for-three  reverse stock split effected on August 1, 1993 and a two-for- one
stock  split  effected  on January  15,  1996) to be issued  under the Plan on a
Registration  Statement on Form S-8,  Registration No. 33-55278,  filed with the
Securities  and  Exchange  Commission  (the  "Commission")  on December 2, 1992.
Insignia subsequently  registered an additional 2,000,000 shares of Common Stock
(after  giving  effect to the stock split  effected  on January 15,  1996) to be
issued under the Plan on a Registration  Statement on Form S-8, Registration No.
33-82414,  filed with the  Commission  on August 4, 1994.  The  contents of such
prior Registration Statements are incorporated herein by reference.  Filed as an
exhibit to this  Registration  Statement is the Plan, as amended and restated to
reflect the increase in the number of shares which may be issued under the Plan.


                                     II-1
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


      Item 8.  Exhibits.
      -------  ---------

     4.1  Insignia   1992  Stock   Incentive   Plan,  as  amended  and  restated
          (incorporated  by reference to Exhibit B to Insignia  Financial Group,
          Inc. Proxy Statement dated April 22, 1996)

     5    Opinion of Proskauer Rose Goetz & Mendelsohn LLP.

     23.1 Consent of Ernst & Young LLP.

     23.2 Consent of Proskauer  Rose Goetz & Mendelsohn LLP (included in Exhibit
          5).

     24   Power of Attorney.



                                     II-2
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Greenville, State of South Carolina, on this 22nd day
of August, 1996.

                                          INSIGNIA FINANCIAL GROUP, INC.

                                          By:  /s/ Ronald Uretta
                                          ----------------------
                                               Ronald Uretta
                                               Chief Operating Officer and
                                               Treasurer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

   Signatures              Title                            Date

/s/                     President, Chief Executive       
   Andrew L. Farkas     Officer and Director
                        (Principal Executive Officer)

/s/ James A. Aston*         Chief Financial Officer      August 22, 1996
- -----------------------     (Principal Financial and
    James A. Aston          Accounting Officer)

 /s/ Robert J. Denison*     Director                      August 22, 1996
 -----------------------
     Robert J. Denison

 /s/ Robin L. Farkas*       Director                      August 22, 1996
______________________
     Robin L. Farkas

/s/ Merril M. Halpern*      Director                      August 22, 1996
- -----------------------
    Merril M. Halpern

 /s/ John F. Jacques*       Director                      August 22, 1996
 ----------------------
     John F. Jacques

 /s/                        Director                      
     Robert G. Koen

 /s/ Michael I. Lipstein*   Director                      August 22, 1996
 -----------------------   
    Michael I. Lipstein


                                     II-3

<PAGE>

   Signatures              Title                            Date

 /s/ Buck Mickel*          Director                    August 22, 1996
 ---------------------
     Buck Mickel

*By /s/ James A. Aston                                 August 22, 1996
- -----------------------
     James A. Aston
     Attorney-in-fact


                                     II-4
<PAGE>

                                                                     EXHIBIT 5


                                 [Letterhead]





                                                            August 22, 1996




Insignia Financial Group, Inc.
One Insignia Financial Plaza
Greenville, SC  29602

Dear Sirs:

     We are acting as counsel to  Insignia  Financial  Group,  Inc.,  a Delaware
corporation  (the "Company"),  in connection with the Registration  Statement on
Form S-8 with  exhibits  thereto  (the  "Registration  Statement")  filed by the
Company  under  the  Securities  Act  of  1933  (the  "Act"),  relating  to  the
registration  of 2,000,000  shares (the  "Shares") of Class A Common Stock,  par
value $0.01 per share,  of the  Company.  The Shares are issuable by the Company
upon exercise of certain stock options and restricted share awards granted or to
be granted  pursuant to the Company's 1992 Stock Incentive Plan, as amended (the
"Plan").

     We have  examined  and  relied  upon  originals  or  copies,  certified  or
otherwise  authenticated  to our  satisfaction,  of all such corporate  records,
documents,   agreements   and   certificates   of   public   officials   and  of
representatives of the Company, and have made such investigation of law and fact
as we have deemed appropriate for purposes of this opinion.

     Based upon, and subject to, the  foregoing,  we are of the opinion that the
Shares are duly  authorized  and, upon issuance of the Shares in accordance with
the Plan pursuant to  restricted  share awards or upon exercise of stock options
(against  payment of the exercise  price  thereunder),  granted or to be granted
pursuant to the Plan, will be, validly issued, fully paid, and non-assessable.

     We  hereby  consent  to the  filing  of this  opinion  as  Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required  under Section 7 of the
Act.

                                    Very truly yours,

                                    Proskauer Rose Goetz & Mendelsohn LLP


                                    By:  /s/ Allan R. Williams            
                                    --------------------------------------

<PAGE>

                                                                  Exhibit 23.1


                        Consent of Independent Auditors

     We consent to the incorporation by reference in the Registration  Statement
(Form S-8)  pertaining to the 1992 Stock  Incentive  Plan of Insignia  Financial
Group,  Inc. for the registration of 2,000,000 shares of Class A Common Stock of
our report dated February 21, 1996, with respect to the  consolidated  financial
statements of Insignia Financial Group, Inc. included in its Annual Report (Form
10-K) for the year  ended  December  31,  1995,  filed with the  Securities  and
Exchange Commission.



Greenville, South Carolina                            ERNST & YOUNG LLP
August 21, 1996



<PAGE>

                                                                    Exhibit 24


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  Andrew L. Farkas,  James A. Aston and John F.
Jacques, and each of them, his true and lawful  attorney-in-fact and agent, with
full power of substitution  and  resubstitution,  to act, without the other, for
him and in his name,  place,  and stead,  in any and all  capacities,  to sign a
Registration Statement on Form S-8 of Insignia Financial Group, Inc., and any or
all amendments (including  post-effective  amendments) thereto,  relating to the
offering of shares of its Class A Common Stock,  and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done in and about the  premises,  as full to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents,  or any of them,  their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.


Dated August 22, 1996


                                                /s/ John F. Jacques
                                                -------------------
Andrew L. Farkas                                John F. Jacques


/s/ James A. Aston                                                      
- -------------------
James A. Aston                                   Robert G. Koen


/s/ Robin L. Farkas                             /s/ Buck Mickel
___________________                             ---------------
Robin L. Farkas                                 Buck Mickel


/s/ Merril M. Halpern                           /s/ Robert J. Denison
- ------------------------                        -----------------------------
Merril M. Halpern                               Robert J. Denison


/s/ Michael I. Lipstein
- -----------------------
Michael I. Lipstein
[{"type": "S-8", "sequence": "1", "description": "2,000,000 SHARES - 1992 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 14243}]
{"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": "S-8", "act": "33", "file-number": "333-10685", "film-number": "96619581"}, "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"}}
As filed with the Securities and Exchange Commission on August 23, 1996
                                                  Registration No. 333-
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ______________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ______________________

                         INSIGNIA FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                              13-3591193
    (State or other jurisdiction of        (I.R.S. Employer Identification
    incorporation or organization)                     Number)

                          One Insignia Financial Plaza
                                  P.O. Box 1089
                        Greenville, South Carolina 29602
               (Address of principal executive offices) (Zip code)

                       Insignia 1992 Stock Incentive Plan
                            (Full Title of the Plan)

                               John K. Lines, Esq.
                          General Counsel and Secretary
                         Insignia Financial Group, Inc.
                          One Insignia Financial Plaza
                                  P.O. Box 1089
                        Greenville, South Carolina 29602
                                 (864) 239-1000
                      (Name, address and telephone number,
                   including area code, of agent for service)
                        _________________________________

                                   Copies to:
                             Arnold S. Jacobs, Esq.
                      Proskauer Rose Goetz & Mendelsohn LLP
                                  1585 Broadway
                            New York, New York 10036
                                 (212) 969-3000
                        _________________________________
CALCULATION OF REGISTRATION FEE

================================================================================
Title of securities      Amount to be     Proposed maximum  Proposed maximum      Amount of
be registered             registered       offering price   aggregate offering   registration
                                             per share           price              fee(1)
Class A Common                                                           
Stock, par value       1,565,900 shares      $18.0787       $ 28,309,381.26      $ 9,761.86(2)
$0.01 per share          434,100 shares      $25.75(2)      $ 11,178,075.00      $ 3,854.51(2)
                         -------                                               ------------ 
                       2,000,000 shares                                Total     $13,616.37(2)
================================================================================
(1)  Pursuant to General  Instruction  E to Form S-8, a filing fee is only being
     pa d with  respect  to the  registration  of these  additional  securities.
     Registration   Statements   on  Form  S-8  have   previously   been   filed
     (Registration Nos. 33-55278 and 33-82414) for the existing securities under
     the Insignia 1992 Stock Incentive Plan.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rule  457(h) of the  Securities  Act of 1933 with  respect  to
     1,565,900  shares and  pursuant  to Rule 457(c) as to 434,100  shares.  The
     awards granted under the Plan relating to the 1,565,900 shares have varying
     exercise  prices  ranging up to $28.50 per share,  with an average price of
     $18.0787 per share.
1
Explanatory Note: This  Registration  Statement is filed in accordance with
General  Instruction E to Form S-8. It reflects the additional  registration  of
2,000,000  shares of Class A Common  Stock,  par value $0.01 per share  ("Common
Stock"), of Insignia Financial Group, Inc. ("Insignia") which may be issued upon
exercise  of options  and  restricted  share  awards  granted  and to be granted
pursuant  to  Insignia's  1992  Stock  Incentive  Plan  (the  "Plan").  Insignia
initially  registered  666,666  shares of Common Stock (after giving effect to a
one-for-three  reverse stock split effected on August 1, 1993 and a two-for- one
stock  split  effected  on January  15,  1996) to be issued  under the Plan on a
Registration  Statement on Form S-8,  Registration No. 33-55278,  filed with the
Securities  and  Exchange  Commission  (the  "Commission")  on December 2, 1992.
Insignia subsequently  registered an additional 2,000,000 shares of Common Stock
(after  giving  effect to the stock split  effected  on January 15,  1996) to be
issued under the Plan on a Registration  Statement on Form S-8, Registration No.
33-82414,  filed with the  Commission  on August 4, 1994.  The  contents of such
prior Registration Statements are incorporated herein by reference.  Filed as an
exhibit to this  Registration  Statement is the Plan, as amended and restated to
reflect the increase in the number of shares which may be issued under the Plan.

                                     II-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      Item 8.  Exhibits.
      -------  ---------

     4.1  Insignia   1992  Stock   Incentive   Plan,  as  amended  and  restated
          (incorporated  by reference to Exhibit B to Insignia  Financial Group,
          Inc. Proxy Statement dated April 22, 1996)

     5    Opinion of Proskauer Rose Goetz & Mendelsohn LLP.

     23.1 Consent of Ernst & Young LLP.

     23.2 Consent of Proskauer  Rose Goetz & Mendelsohn LLP (included in Exhibit
          5).

     24   Power of Attorney.

                                     II-2
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Greenville, State of South Carolina, on this 22nd day
of August, 1996.

                                          INSIGNIA FINANCIAL GROUP, INC.

                                          By:  /s/ Ronald Uretta
                                          ----------------------
                                               Ronald Uretta
                                               Chief Operating Officer and
                                               Treasurer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

   Signatures              Title                            Date

/s/                     President, Chief Executive       
   Andrew L. Farkas     Officer and Director
                        (Principal Executive Officer)

/s/ James A. Aston*         Chief Financial Officer      August 22, 1996
- -----------------------     (Principal Financial and
    James A. Aston          Accounting Officer)

 /s/ Robert J. Denison*     Director                      August 22, 1996
 -----------------------
     Robert J. Denison

 /s/ Robin L. Farkas*       Director                      August 22, 1996
______________________
     Robin L. Farkas

/s/ Merril M. Halpern*      Director                      August 22, 1996
- -----------------------
    Merril M. Halpern

 /s/ John F. Jacques*       Director                      August 22, 1996
 ----------------------
     John F. Jacques

 /s/                        Director                      
     Robert G. Koen

 /s/ Michael I. Lipstein*   Director                      August 22, 1996
 -----------------------   
    Michael I. Lipstein

                                     II-3
Signatures              Title                            Date

 /s/ Buck Mickel*          Director                    August 22, 1996
 ---------------------
     Buck Mickel

*By /s/ James A. Aston                                 August 22, 1996
- -----------------------
     James A. Aston
     Attorney-in-fact

                                     II-4
EXHIBIT 5

                                 [Letterhead]

                                                            August 22, 1996

Insignia Financial Group, Inc.
One Insignia Financial Plaza
Greenville, SC  29602

Dear Sirs:

     We are acting as counsel to  Insignia  Financial  Group,  Inc.,  a Delaware
corporation  (the "Company"),  in connection with the Registration  Statement on
Form S-8 with  exhibits  thereto  (the  "Registration  Statement")  filed by the
Company  under  the  Securities  Act  of  1933  (the  "Act"),  relating  to  the
registration  of 2,000,000  shares (the  "Shares") of Class A Common Stock,  par
value $0.01 per share,  of the  Company.  The Shares are issuable by the Company
upon exercise of certain stock options and restricted share awards granted or to
be granted  pursuant to the Company's 1992 Stock Incentive Plan, as amended (the
"Plan").

     We have  examined  and  relied  upon  originals  or  copies,  certified  or
otherwise  authenticated  to our  satisfaction,  of all such corporate  records,
documents,   agreements   and   certificates   of   public   officials   and  of
representatives of the Company, and have made such investigation of law and fact
as we have deemed appropriate for purposes of this opinion.

     Based upon, and subject to, the  foregoing,  we are of the opinion that the
Shares are duly  authorized  and, upon issuance of the Shares in accordance with
the Plan pursuant to  restricted  share awards or upon exercise of stock options
(against  payment of the exercise  price  thereunder),  granted or to be granted
pursuant to the Plan, will be, validly issued, fully paid, and non-assessable.

     We  hereby  consent  to the  filing  of this  opinion  as  Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required  under Section 7 of the
Act.

                                    Very truly yours,

                                    Proskauer Rose Goetz & Mendelsohn LLP

                                    By:  /s/ Allan R. Williams            
                                    --------------------------------------
Exhibit 23.1

                        Consent of Independent Auditors

     We consent to the incorporation by reference in the Registration  Statement
(Form S-8)  pertaining to the 1992 Stock  Incentive  Plan of Insignia  Financial
Group,  Inc. for the registration of 2,000,000 shares of Class A Common Stock of
our report dated February 21, 1996, with respect to the  consolidated  financial
statements of Insignia Financial Group, Inc. included in its Annual Report (Form
10-K) for the year  ended  December  31,  1995,  filed with the  Securities  and
Exchange Commission.

Greenville, South Carolina                            ERNST & YOUNG LLP
August 21, 1996
Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  Andrew L. Farkas,  James A. Aston and John F.
Jacques, and each of them, his true and lawful  attorney-in-fact and agent, with
full power of substitution  and  resubstitution,  to act, without the other, for
him and in his name,  place,  and stead,  in any and all  capacities,  to sign a
Registration Statement on Form S-8 of Insignia Financial Group, Inc., and any or
all amendments (including  post-effective  amendments) thereto,  relating to the
offering of shares of its Class A Common Stock,  and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done in and about the  premises,  as full to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents,  or any of them,  their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Dated August 22, 1996

                                                /s/ John F. Jacques
                                                -------------------
Andrew L. Farkas                                John F. Jacques

/s/ James A. Aston                                                      
- -------------------
James A. Aston                                   Robert G. Koen

/s/ Robin L. Farkas                             /s/ Buck Mickel
___________________                             ---------------
Robin L. Farkas                                 Buck Mickel

/s/ Merril M. Halpern                           /s/ Robert J. Denison
- ------------------------                        -----------------------------
Merril M. Halpern                               Robert J. Denison

/s/ Michael I. Lipstein
- -----------------------
Michael I. Lipstein