As filed with the Securities and Exchange Commission on June 27, 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)

                      Non-Qualified Stock Option Agreements
                            (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 Goetz & Mendelsohn LLP
                                  1585 Broadway
                            New York, New York 10036
                                 (212) 969-3000
                        _________________________________

                         CALCULATION OF REGISTRATION FEE
===========================================================================
<TABLE>
<CAPTION>

Title of securities   Amount to be      Proposed      Proposed     Amount of
to be registered       registered        maximum       maximum    registration
                                      offering price  aggregate       fee(3)
                                       per share(2)    offering
                                                       price(2)
<S>                 <C>                    <C>          <C>         <C>

- ---------------------------------------------------------------------------
Non-Qualified       1,482,879 options(1)        -            -            - 
Stock Options                       (2)                                      
- ---------------------------------------------------------------------------
Class A Common  b   1,482,879 shares (2)   $5.6618(3)   $8,395,764  $2,895.10
Stock, par value                                                
$0.01 per share                                                    
===========================================================================
</TABLE>

(1)Represents  Non-Qualified  Stock Options to be assumed in connection with the
acquisition  of Edward S.  Gordon  Company  Incorporated  and  Edward S.  Gordon
Company of New Jersey, Inc.

(2)The  maximum  number of  shares  which may be  issued  upon  exercise  of the
Non-Qualified  Stock Option  Agreements.  In  addition,  pursuant to Rule 416(c)
under the Securities  Act of 1933,  this  registration  statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plan described herein and an  indeterminate  number of shares of Class A
Common Stock as may be required to cover possible adjustments under the plan.

(3)Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) of the Securities Act of 1933. The Options have varying  exercise
prices ranging up to $6.7866 per share, with an average price of $5.6618 per
share.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      Item 3.  Incorporation of Documents By Reference.
      -------  ----------------------------------------

     The following  documents filed with the Securities and Exchange  Commission
by Insignia Financial Group, Inc., a Delaware  corporation (the  "Corporation"),
are incorporated herein by reference:

     (1) the Corporation's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;

     (2) the Corporation's  Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1996;

     (3)  the Corporation's Current Report on Form 8-K dated January 19, 1996;

     (4) the  Corporation's  Current  Report on Form 8-K dated January 29, 1996;
and

     (5) the description of the  Corporation's  Class A Common Stock,  par value
$0.01 per share,  included in the Corporation's  Registration  Statement on Form
8-A,  dated  September 19, 1995,  on Form 8-A/A(1)  dated October 3, 1995 and on
Form 8-A/A(2) dated June 21, 1996.

     All documents  subsequently  filed by the Corporation  pursuant to Sections
13(a),  13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be part  hereof  from  the date of  filing  such
documents. Any statement in a document incorporated or deemed to be incorporated
by  reference  herein  shall be  deemed to be  modified  or  superseded  for the
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

      Item 4.  Description of Securities.
      -------  --------------------------

      Not applicable.

      Item 5.  Interest of Named Experts and Counsel.
      -------  --------------------------------------

      Not applicable.

      Item 6.  Indemnification of Directors and Officers.
      -------  ------------------------------------------

     The  Corporation  is  incorporated  in Delaware.  Under  Section 145 of the
General Corporation Law of the State of Delaware, a Delaware corporation has the
power,  under  specified  circumstances,  to indemnify its directors,  officers,
employees and agents in connection  with actions,  suits or proceedings  brought
against them by a third party or in the right of the  corporation,  by reason of
the fact that they were or are such  directors,  officers,  employees or agents,
against expenses incurred in any action, suit or proceeding.  Article Seventh of
the Certificate of Incorporation of the Corporation provides for

<PAGE>

indemnification of directors and officers to the fullest extent permitted by the
General  Corporation  Law of the  State of  Delaware,  and the  Corporation  has
entered into  agreements  with 20 of its officers and directors  with respect to
such  indemnification.  Reference is made to the Certificate of Incorporation of
the  Corporation  and such  agreements,  incorporated  by  reference as Exhibits
hereto or to the  Corporation's  Registration  Statement  on Form S-1,  File No.
33-67486.

     Section  102(b)(7) of the General  Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision eliminating
or limiting  the  personal  liability  of a director to the  corporation  or its
stockholders  for monetary  damages for breach of  fiduciary  duty as a director
provided  that such  provision  shall not  eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its  stockholders,  (ii) for  acts or  omissions  not in good  faith or which
involve  intentional  misconduct  or a knowing  violation  of law,  (iii)  under
Section 174 (relating to liability for unauthorized  acquisitions or redemptions
of, or dividends on, capital stock) of the General  Corporation Law of the State
of Delaware,  or (iv) for any  transaction  from which the  director  derived an
improper  personal benefit.  Article Eighth of the Corporation's  Certificate of
Incorporation contains such a provision.

     The Corporation  currently has a Directors and Officers Liability Insurance
Policy  ("Policy")  in place with  Federal  Insurance  Company.  The Policy is a
"claims made" policy with a $5,000,000 policy aggregate.  However,  the Board of
Directors  believes that it serves the Corporation's best interest to supplement
this coverage or any coverage which the  Corporation  may maintain in the future
by agreeing by contract to indemnify  directors  and  executive  officers to the
fullest extent permitted under applicable law.

     The form of Indemnification Agreement to be entered into by the Corporation
with  directors  and  executive  officers  of the  Corporation  is  based on the
provisions of the General  Corporation  Law of the State of Delaware,  which are
contained  primarily in Section 145 of the General Corporate Law of the State of
Delaware, but is intended to provide broader  indemnification than that which is
specifically  provided by Section  145.  The form of  Indemnification  Agreement
provides  generally that the Corporation will to the fullest extent permitted by
applicable  law indemnify  the director or executive  officer  against  expenses
arising  from any  event or  occurrence,  either  prior to or after the time the
Indemnification  Agreement is executed,  related to the fact that such person is
or was  serving as a director or  executive  officer of the  Corporation  (or of
another entity at the Corporation's  request).  To be indemnified,  a party must
meet  the  relevant  standards  of  conduct,  but the  form  of  Indemnification
Agreement  provides  that such  standard is presumed to have been met unless the
Corporation demonstrates otherwise.

      Item 7.  Exemption from Registration Claimed.
      -------  ------------------------------------

      Not applicable.


<PAGE>


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

     4.1 Form of  Non-Qualified  Stock  Option  Agreement  and form of amendment
thereto.

      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   Powers of Attorney.

      Item 9.  Undertakings.
      -------  -------------

      (a)  The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement (iii);

                    To include any material  information  with respect to the 
          plan of distribution not previously disclosed in the registration 
          statement or any material change to such information in the 
          registration statement.

               (2) That, for the purpose of determining  any liability under the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
          amendment any of the securities  being  registered which remain unsold
          at the termination of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of

<PAGE>

appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                            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 27th day
of June, 1996.

                                    INSIGNIA FINANCIAL GROUP, INC.

                                    By:  /s/Ronald Uretta            
                                    ------------------------------------
                                         Ronald Uretta
                                         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

 /s/ Andrew L. Farkas      President, Chief Executive            June __ 1996
     Andrew L. Farkas      Officer and Director
                         (Principal Executive Officer)

 /s/ Ronald Uretta        Chief Financial Officer               June 27, 1996
     Ronald Uretta        (Principal Financial and
                          Accounting Officer)

 /s/ Robert J. Denison*    Director                            June 27, 1996
     Robert J. Denison

 /s/ Robin L. Farkas       Director                            June __, 1996
     Robin L. Farkas

 /s/ Merril M. Halpern      Director                            June __, 1996
     Merril M. Halpern

 /s/ John F. Jacques*      Director                            June 27, 1996
     John F. Jacques

 /s/ Robert G. Koen*       Director                            June 27, 1996
     Robert G. Koen

 /s/ Michael I. Lipstein*  Director                            June 27, 1996
     Michael I. Lipstein


<PAGE>

   Signatures      Title            Date

 /s/ Buck Mickel*          Director                            June 27, 1996
     Buck Mickel

*By /s/ Ronald Uretta                                          June 27, 1996
     Ronald Uretta
     Attorney-in-fact
<PAGE>
                                Exhibit Index
                                -------------



Exhibit No.

4.1               Option and Deferred Compensation Agreement

4.2               Form of Option Amendment

5                 Option of Proskauer Rose Goetz & Mendelsohn

23.1              Consent of Independent Auditors

23.2              Included in Exhibit 5

24                Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17029}]
{"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": "333-07155", "film-number": "96588441"}, "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 June 27, 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)

                      Non-Qualified Stock Option Agreements
                            (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 Goetz & Mendelsohn LLP
                                  1585 Broadway
                            New York, New York 10036
                                 (212) 969-3000
                        _________________________________

                         CALCULATION OF REGISTRATION FEE
===========================================================================
Title of securities   Amount to be      Proposed      Proposed     Amount of
to be registered       registered        maximum       maximum    registration
                                      offering price  aggregate       fee(3)
                                       per share(2)    offering
                                                       price(2)
- ---------------------------------------------------------------------------
Non-Qualified       1,482,879 options(1)        -            -            - 
Stock Options                       (2)                                      
- ---------------------------------------------------------------------------
Class A Common  b   1,482,879 shares (2)   $5.6618(3)   $8,395,764  $2,895.10
Stock, par value                                                
$0.01 per share                                                    
===========================================================================
(1)Represents  Non-Qualified  Stock Options to be assumed in connection with the
acquisition  of Edward S.  Gordon  Company  Incorporated  and  Edward S.  Gordon
Company of New Jersey, Inc.

(2)The  maximum  number of  shares  which may be  issued  upon  exercise  of the
Non-Qualified  Stock Option  Agreements.  In  addition,  pursuant to Rule 416(c)
under the Securities  Act of 1933,  this  registration  statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plan described herein and an  indeterminate  number of shares of Class A
Common Stock as may be required to cover possible adjustments under the plan.

(3)Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) of the Securities Act of 1933. The Options have varying  exercise
prices ranging up to $6.7866 per share, with an average price of $5.6618 per
share.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      Item 3.  Incorporation of Documents By Reference.
      -------  ----------------------------------------

     The following  documents filed with the Securities and Exchange  Commission
by Insignia Financial Group, Inc., a Delaware  corporation (the  "Corporation"),
are incorporated herein by reference:

     (1) the Corporation's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;

     (2) the Corporation's  Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1996;

     (3)  the Corporation's Current Report on Form 8-K dated January 19, 1996;

     (4) the  Corporation's  Current  Report on Form 8-K dated January 29, 1996;
and

     (5) the description of the  Corporation's  Class A Common Stock,  par value
$0.01 per share,  included in the Corporation's  Registration  Statement on Form
8-A,  dated  September 19, 1995,  on Form 8-A/A(1)  dated October 3, 1995 and on
Form 8-A/A(2) dated June 21, 1996.

     All documents  subsequently  filed by the Corporation  pursuant to Sections
13(a),  13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be part  hereof  from  the date of  filing  such
documents. Any statement in a document incorporated or deemed to be incorporated
by  reference  herein  shall be  deemed to be  modified  or  superseded  for the
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

      Item 4.  Description of Securities.
      -------  --------------------------

      Not applicable.

      Item 5.  Interest of Named Experts and Counsel.
      -------  --------------------------------------

      Not applicable.

      Item 6.  Indemnification of Directors and Officers.
      -------  ------------------------------------------

     The  Corporation  is  incorporated  in Delaware.  Under  Section 145 of the
General Corporation Law of the State of Delaware, a Delaware corporation has the
power,  under  specified  circumstances,  to indemnify its directors,  officers,
employees and agents in connection  with actions,  suits or proceedings  brought
against them by a third party or in the right of the  corporation,  by reason of
the fact that they were or are such  directors,  officers,  employees or agents,
against expenses incurred in any action, suit or proceeding.  Article Seventh of
the Certificate of Incorporation of the Corporation provides for
indemnification of directors and officers to the fullest extent permitted by the
General  Corporation  Law of the  State of  Delaware,  and the  Corporation  has
entered into  agreements  with 20 of its officers and directors  with respect to
such  indemnification.  Reference is made to the Certificate of Incorporation of
the  Corporation  and such  agreements,  incorporated  by  reference as Exhibits
hereto or to the  Corporation's  Registration  Statement  on Form S-1,  File No.
33-67486.

     Section  102(b)(7) of the General  Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision eliminating
or limiting  the  personal  liability  of a director to the  corporation  or its
stockholders  for monetary  damages for breach of  fiduciary  duty as a director
provided  that such  provision  shall not  eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its  stockholders,  (ii) for  acts or  omissions  not in good  faith or which
involve  intentional  misconduct  or a knowing  violation  of law,  (iii)  under
Section 174 (relating to liability for unauthorized  acquisitions or redemptions
of, or dividends on, capital stock) of the General  Corporation Law of the State
of Delaware,  or (iv) for any  transaction  from which the  director  derived an
improper  personal benefit.  Article Eighth of the Corporation's  Certificate of
Incorporation contains such a provision.

     The Corporation  currently has a Directors and Officers Liability Insurance
Policy  ("Policy")  in place with  Federal  Insurance  Company.  The Policy is a
"claims made" policy with a $5,000,000 policy aggregate.  However,  the Board of
Directors  believes that it serves the Corporation's best interest to supplement
this coverage or any coverage which the  Corporation  may maintain in the future
by agreeing by contract to indemnify  directors  and  executive  officers to the
fullest extent permitted under applicable law.

     The form of Indemnification Agreement to be entered into by the Corporation
with  directors  and  executive  officers  of the  Corporation  is  based on the
provisions of the General  Corporation  Law of the State of Delaware,  which are
contained  primarily in Section 145 of the General Corporate Law of the State of
Delaware, but is intended to provide broader  indemnification than that which is
specifically  provided by Section  145.  The form of  Indemnification  Agreement
provides  generally that the Corporation will to the fullest extent permitted by
applicable  law indemnify  the director or executive  officer  against  expenses
arising  from any  event or  occurrence,  either  prior to or after the time the
Indemnification  Agreement is executed,  related to the fact that such person is
or was  serving as a director or  executive  officer of the  Corporation  (or of
another entity at the Corporation's  request).  To be indemnified,  a party must
meet  the  relevant  standards  of  conduct,  but the  form  of  Indemnification
Agreement  provides  that such  standard is presumed to have been met unless the
Corporation demonstrates otherwise.

      Item 7.  Exemption from Registration Claimed.
      -------  ------------------------------------

      Not applicable.
Item 8.  Exhibits.
      -------  ---------

     4.1 Form of  Non-Qualified  Stock  Option  Agreement  and form of amendment
thereto.

      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   Powers of Attorney.

      Item 9.  Undertakings.
      -------  -------------

      (a)  The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement (iii);

                    To include any material  information  with respect to the 
          plan of distribution not previously disclosed in the registration 
          statement or any material change to such information in the 
          registration statement.

               (2) That, for the purpose of determining  any liability under the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
          amendment any of the securities  being  registered which remain unsold
          at the termination of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                            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 27th day
of June, 1996.

                                    INSIGNIA FINANCIAL GROUP, INC.

                                    By:  /s/Ronald Uretta            
                                    ------------------------------------
                                         Ronald Uretta
                                         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

 /s/ Andrew L. Farkas      President, Chief Executive            June __ 1996
     Andrew L. Farkas      Officer and Director
                         (Principal Executive Officer)

 /s/ Ronald Uretta        Chief Financial Officer               June 27, 1996
     Ronald Uretta        (Principal Financial and
                          Accounting Officer)

 /s/ Robert J. Denison*    Director                            June 27, 1996
     Robert J. Denison

 /s/ Robin L. Farkas       Director                            June __, 1996
     Robin L. Farkas

 /s/ Merril M. Halpern      Director                            June __, 1996
     Merril M. Halpern

 /s/ John F. Jacques*      Director                            June 27, 1996
     John F. Jacques

 /s/ Robert G. Koen*       Director                            June 27, 1996
     Robert G. Koen

 /s/ Michael I. Lipstein*  Director                            June 27, 1996
     Michael I. Lipstein
Signatures      Title            Date

 /s/ Buck Mickel*          Director                            June 27, 1996
     Buck Mickel

*By /s/ Ronald Uretta                                          June 27, 1996
     Ronald Uretta
     Attorney-in-fact
Exhibit Index
                                -------------

Exhibit No.

4.1               Option and Deferred Compensation Agreement

4.2               Form of Option Amendment

5                 Option of Proskauer Rose Goetz & Mendelsohn

23.1              Consent of Independent Auditors

23.2              Included in Exhibit 5

24                Power of Attorney