As filed with the Securities and Exchange Commission on August 12, 1997
                                          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
                         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 LLP
                                  1585 Broadway
                            New York, New York 10036
                                 (212) 969-3000
                        _________________________________


<PAGE>

                         CALCULATION OF REGISTRATION FEE


<TABLE>

<S>                        <C>                     <C>                        <C>                    <C>                     

========================== ======================= ========================== ====================== =======================
Title of securities to          Amount to be           Proposed maximum         Proposed maximum           Amount of
be registered                    registered             offering price         aggregate offering         registration
                                                         per share(2)               price(2)                 fee(1)
========================== ======================= ========================== ====================== =======================
Class A Common Stock,                                                                                
par value $0.01 per share
                               583,334 shares              $18.125               $10,572,928.75               $3,203.92
========================== ======================= ========================== ====================== =======================
<FN>

(1)  Pursuant to General  Instruction  E to Form S-8, a filing fee is only being
     paid with  respect  to the  registration  of these  additional  securities.
     Registration   Statements   on  Form  S-8  have   previously   been   filed
     (Registration  Nos.  33-55278,  33-82414  and  333-10685)  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.

</FN>
</TABLE>

     Explanatory Note: This  Registration  Statement is filed in accordance with
General  Instruction E to Form S-8. It reflects the additional  registration  of
583,334  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 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.  Insignia  subsequently  registered an additional
2,000,000  shares of Common Stock to be issued under the Plan on a  Registration
Statement on Form S-8, Registration No. 333-10685,  filed with the Commission on
August  23,  1996.  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.



<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 A to Insignia  Financial Group,
          Inc. Proxy Statement dated March 31, 1997)

     5    Opinion of Proskauer Rose LLP.

     23.1 Consent of Ernst & Young LLP.

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

     24   Power of Attorney.




<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 12th day
of August, 1997.

                                            INSIGNIA FINANCIAL GROUP, INC.

                                            By:  /s/ James A. Aston
                                            -----------------------
                                                 James A. Aston
                                                 Office of the Chairman and
                                                 Chief Financial Officer

     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

           *                   President, Chief Executive        August 12, 1997
---------------------          Officer and Director
    Andrew L. Farkas           (Principal Executive Officer)
                               

/s/ James A. Aston             Office of the Chairman and        August 12, 1997
-------------------            Chief Financial Officer
    James A. Aston             (Principal Financial and
                                Accounting Officer)
                             

/s/ Robert J. Denison                  Director                  August 12, 1997
---------------------                 
    Robert J. Denison

/s/ Robin L. Farkas                    Director                  August 12, 1997
-------------------           
    Robin L. Farkas

/s/ Merril M. Halpern                  Director                  August 12, 1997
---------------------                  
    Merril M. Halpen

 /s/ Robert G. Koen                    Director                  August 12, 1997
 ------------------                   
     Robert G. Koen

/s/ Michael I. Lipstein                Director                  August 12, 1997
-----------------------                
    Michael I. Lipstein
 

<PAGE>

    Signatures                         Title                          Date


         *                            Director                   August 12, 1997
----------------------
    Buck Mickel
 
* By/s/  James A. Aston                                          August 12, 1997
-------------------------
         James A. Aston
         Attorney-in-fact
[{"type": "S-8", "sequence": "1", "description": "ADDITIONAL SHARES OF 1992 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 8820}]
{"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": "333-33551", "film-number": "97659700"}, "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 12, 1997
                                          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
                         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 LLP
                                  1585 Broadway
                            New York, New York 10036
                                 (212) 969-3000
                        _________________________________
CALCULATION OF REGISTRATION FEE
========================== ======================= ========================== ====================== =======================
Title of securities to          Amount to be           Proposed maximum         Proposed maximum           Amount of
be registered                    registered             offering price         aggregate offering         registration
                                                         per share(2)               price(2)                 fee(1)
========================== ======================= ========================== ====================== =======================
Class A Common Stock,                                                                                
par value $0.01 per share
                               583,334 shares              $18.125               $10,572,928.75               $3,203.92
========================== ======================= ========================== ====================== =======================
(1)  Pursuant to General  Instruction  E to Form S-8, a filing fee is only being
     paid with  respect  to the  registration  of these  additional  securities.
     Registration   Statements   on  Form  S-8  have   previously   been   filed
     (Registration  Nos.  33-55278,  33-82414  and  333-10685)  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.
Explanatory Note: This  Registration  Statement is filed in accordance with
General  Instruction E to Form S-8. It reflects the additional  registration  of
583,334  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 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.  Insignia  subsequently  registered an additional
2,000,000  shares of Common Stock to be issued under the Plan on a  Registration
Statement on Form S-8, Registration No. 333-10685,  filed with the Commission on
August  23,  1996.  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.
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 A to Insignia  Financial Group,
          Inc. Proxy Statement dated March 31, 1997)

     5    Opinion of Proskauer Rose LLP.

     23.1 Consent of Ernst & Young LLP.

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

     24   Power of Attorney.
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 12th day
of August, 1997.

                                            INSIGNIA FINANCIAL GROUP, INC.

                                            By:  /s/ James A. Aston
                                            -----------------------
                                                 James A. Aston
                                                 Office of the Chairman and
                                                 Chief Financial Officer

     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

           *                   President, Chief Executive        August 12, 1997
---------------------          Officer and Director
    Andrew L. Farkas           (Principal Executive Officer)
                               

/s/ James A. Aston             Office of the Chairman and        August 12, 1997
-------------------            Chief Financial Officer
    James A. Aston             (Principal Financial and
                                Accounting Officer)
                             

/s/ Robert J. Denison                  Director                  August 12, 1997
---------------------                 
    Robert J. Denison

/s/ Robin L. Farkas                    Director                  August 12, 1997
-------------------           
    Robin L. Farkas

/s/ Merril M. Halpern                  Director                  August 12, 1997
---------------------                  
    Merril M. Halpen

 /s/ Robert G. Koen                    Director                  August 12, 1997
 ------------------                   
     Robert G. Koen

/s/ Michael I. Lipstein                Director                  August 12, 1997
-----------------------                
    Michael I. Lipstein
Signatures                         Title                          Date

         *                            Director                   August 12, 1997
----------------------
    Buck Mickel
 
* By/s/  James A. Aston                                          August 12, 1997
-------------------------
         James A. Aston
         Attorney-in-fact