<PAGE>



   As filed with the Securities and Exchange Commission on October 1, 1999
                                                    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.
                       (f/k/a Insignia/ESG Holdings, Inc.)
             (Exact name of registrant as specified in its charter)

         Delaware                                56-2084290
         (State or other jurisdiction of         (I.R.S. Employer Identification
         incorporation or organization)          Number)

                                 200 Park Avenue
                            New York, New York 10166
               (Address of principal executive offices) (Zip Code)

                      Non-Qualified Stock Option Agreements
                            (Full title of the Plan)

                              Adam B. Gilbert, Esq.
                          General Counsel and Secretary
                         Insignia Financial Group, Inc.
                                 200 Park Avenue
                            New York, New York 10166
                                 (212) 984-8000
                      (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
              -----------------------------------------------------
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
Title of securities to     Amount to        Proposed maximum    Proposed maximum
Amount of
be registered              be registered    offering price      aggregate offering price     registration
                                            per share                                        fee
------------------------------------------------------------------------------------------------------------
<S>                        <C>              <C>                 <C>                           <C>
Common Stock,              105,686 shares   $3.85(1)            $406,509(1)                   $1,130
par value $.01 per share
---------------------
</TABLE>

                                        1

<PAGE>



(1) Solely for purposes of calculating the registration fee pursuant to Rule
457(h)(1). The Options pursuant to which the shares may be issued have varying
exercise prices ranging from $0.05 to $4.50 per share, with a weighted average
exercise price of $3.85 per share.



                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3. Incorporation of Documents By Reference.

         Insignia Financial Group, Inc., formerly known as Insignia/ESG
Holdings, Inc. (the "Corporation"), incorporates by reference herein the
following documents filed by it with the Securities and Exchange Commission
(File No. 1-14373) pursuant to the Securities Exchange Act of 1934, as amended:

         1. The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998;

         2. Amendment No. 1 to the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1998 filed April 30, 1999;

         3. The Corporation's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999 and June 30, 1999; and

         4. The Corporation's Current Reports on Form 8-K dated March 5, 1999
(as amended by Amendment No. 1 thereto filed May 19, 1999), May 28, 1999 and
June 23, 1999 (as amended by Amendment No. 1 thereto filed August 31, 1999).

         5. The description of the Corporation's capital stock contained in its
Registration Statement on Form 10/A filed August 7, 1998, including any
amendments or reports filed for the purpose of updating such description.

         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 superceded 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 supercedes such statement. Any
statement so modified or superceded shall not be deemed, except as so modified
or superceded, to constitute part of this Registration Statement.

                                        2

<PAGE>



         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 Tenth 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 all its executive 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 to Exhibits 3.1 and
10.18, respectively, to the Corporation's Registration Statement on Form 10.

         The indemnification agreements entered into by the Corporation with all
of its directors and its executive officers are based on the provisions of the
General Corporation Law of the State of Delaware, which are contained primarily
in Section 145 of the General Corporation Law of the State of Delaware, but are
intended to provide broader indemnification than that which is specifically
provided by Section 145. The indemnification agreements provide 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).

         The Corporation currently has directors and officers liability
insurance policies (the "Policies") in place with National Union Fire Insurance
Company of Pittsburgh and Lloyds of London. The Policies are "claims made"
policies with a $25,000,000 aggregate coverage amount. 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.

         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

                                        3

<PAGE>



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 transactions from
which the director derived an improper personal benefit. Article Eleventh of the
Corporation's Certificate of Incorporation contains such a provision.

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

         Not applicable.

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

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

         5        Opinion of Proskauer Rose LLP.

         23.1     Consent of Ernst & Young LLP, Greenville South Carolina.

         23.2     Consent of Ernst & Young LLP, New York, New York.

         23.3     Consent of BDO Stoy Hayward, London, England.

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

         24       Power 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;
                  (i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
                  (ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflect in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the

                                        4

<PAGE>



maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

         (2) That, for the purposes of determining 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.

         (h) 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.

                                        5

<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 New York, State of New York, on this 30th day of
September, 1999.

                                        INSIGNIA FINANCIAL GROUP, INC.

                                        By:  /s/ Andrew L. Farkas
                                           -------------------------------------
                                                 Andrew L. Farkas
                                                 Chairman and
                                                 Chief Executive 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.


<TABLE>
<CAPTION>
Signatures                                  Title                                                Date
----------                                  -----                                                ----


<C>                                         <S>                                                  <S>
 /s/ Andrew L. Farkas                       Chief Executive Officer and Director                 September
30, 1999
------------------------------------        (Principal Executive Officer)
Andrew L. Farkas


 /s/ James A. Aston                         Chief Financial Officer
------------------------------------        (Principal Financial and                             September 30, 1999
James A. Aston                               Accounting Officer)


 /s/ Robert J. Denison                      Director
------------------------------------                                                             September 15, 1999
Robert J. Denison


 /s/ Robin L. Farkas                        Director                                             September 30, 1999
------------------------------------
Robin L. Farkas


 /s/ Andrew J.M. Huntley                    Director                                             September 21, 1999
------------------------------------
Andrew J.M. Huntley


 /s/ Robert G. Koen                         Director                                             September 30, 1999
------------------------------------
Robert G. Koen


 /s/ Stephen B. Siegel                      Director                                             September 30, 1999
------------------------------------
Stephen B. Siegel


 /s/ H. Strauss Zelnick                     Director                                             September 30, 1999
------------------------------------
H. Strauss Zelnick

</TABLE>

<PAGE>


                                  EXHIBIT INDEX



Number                     Title of Exhibit
------                     ----------------


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

5        Opinion of Proskauer Rose LLP.

23.1     Consent of Ernst & Young LLP, Greenville South Carolina.

23.2     Consent of Ernst & Young LLP, New York, New York.

23.3     Consent of BDO Stoy Hayward, London, England.

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

24       Power of Attorney.


     [TYPE]                   EX-4
     [DESCRIPTION]            Instruments Defining Rights of Security Holders


                                                                       Exhibit 4

                         EDWARD S. GORDON COMPANY, INC.
                                 200 Park Avenue
                            New York, New York 10166



                                                               December 15, 1994





                 Re: Option and Deferred Compensation Agreement
                     ------------------------------------------


Dear              :
     -------------

         This Agreement  between you and Edward S. Gordon Company,  Incorporated
(the "Corporation") is effective as of January 1, 1994.

         1. Deferred Amount - In consideration of the services provided and to
be provided by you to and on behalf of the Corporation and/or its affiliates,
the Corporation hereby grants to you, in addition to your compensation and
benefits otherwise provided by the Corporation and/or its affiliates, the right
to receive deferred payments ("Deferred Amount") of an amount based on a
"percentage" (as defined in subparagraph (b) of this paragraph 1) of the
Corporation's cumulative "net operating profits and losses" for the
Corporation's fiscal (calendar) year 1994 and each of the Corporation's fiscal
years thereafter as described herein. With respect to each of such fiscal years,
the Corporation will determine a "Deferred Amount" (which may be positive or
negative) equal to the "percentage" (as defined in


<PAGE>



subparagraph (b) of this paragraph 1) of the Corporation's "net
operating profit or loss" for such fiscal year.

            (a) Net Operating Profit or Loss - The term "net operating profit or
loss" as used herein shall mean, for each of the Corporation's fiscal years or
portion thereof beginning January 1, 1994, the sum of (i) the net profit or
loss, determined in accordance with generally accepted accounting principles (as
in effect on January 1, 1994) consistently applied, before any deductions for
the amount paid and/or credited to you under this Agreement and all amounts paid
and/or credited to others under Similar Agreements (as defined in subparagraph
(d) of this paragraph 1), but after all other amounts paid and/or accrued by the
Corporation to you and to other employees and independent contractors of the
Corporation, and after provision for all income and other taxes for which the
Corporation would be liable (if it were a "C corporation", within the meaning of
the Internal Revenue Code of 1986, as amended ("Code")), and (ii) an amount
equal to 55% of the Corporation's "S Income" (as defined in subparagraph (a) of
paragraph 2 hereof), if positive, for such fiscal year. The Corporation shall
cause its regular independent public accountants to determine its net operating
profit or loss for each fiscal year on or before the 15th day of the ninth month
after the end of such fiscal year.

                                        2

<PAGE>



            (b) Percentage - The term "percentage" as used herein shall be equal
to a fraction, the numerator of which is the number of shares of stock of the
Corporation ("Stock") which are subject to the vested and unvested portions of
the Option (as that term is defined in paragraph 3 below), all determined as of
the end of the fiscal year with respect to which the amount is being determined,
and the denominator of which is the sum of all the Corporation's issued and
outstanding Stock as of such date plus the total number of shares of stock which
are then subject to the vested and unvested portions of such Option and other
options under any Similar Agreements as of the end of the fiscal year with
respect to which the amount is being determined.

            (c) Event - The term "Event" as used herein shall mean a transfer of
(x) 50% or more of the then outstanding shares of the Stock, (y) a sale or
disposition of all or substantially all of the Corporation's assets to any other
corporation or entity 50% or more of the stock or voting power of which is not
owned, directly and indirectly, after the transaction by persons who were
stockholders of the Corporation immediately before such transaction, or (z) any
merger, consolidation or any other business combination of the Corporation with
or into any other corporation or entity, pursuant to which the stockholders of
the Corporation immediately before such transaction do not own, directly or
indirectly, immediately after such transaction, 50% or more of the voting power
of the Corporation or the surviving or acquiring corporation or entity, as the
case may be.

                                        3

<PAGE>



Notwithstanding anything to the contrary provided in this subparagraph (1)(c),
the term "Event" shall not include any transfer (i) by will or intestate
distribution or (ii) by gift or contribution or (iii) to an affiliated entity
50% or more of the equity ownership of which is owned by Edward S. Gordon or one
or more members of his family, or (iv) by Edward S. Gordon and/or one or more
members of his family or the Corporation (at a time when he and/or members of
his family own 50% or more of the then outstanding shares of the stock of the
Corporation) to one or more employees of and/or independent contractors who are
engaged by the Corporation or to an entity 50% or more of the equity ownership
of which is owned by one or more employees or such independent contractors of
the Corporation.

            (d) Similar Agreements - The term "Similar Agreements" as used
herein shall mean any agreements between the Corporation and individuals who
have provided or are expected to provide services to the Corporation or any of
its affiliates under the terms of which the Corporation has granted or will
grant options to purchase stock and/or rights to deferred profit- based
payments.

         2. Current Payments.

            (a) Actual Distributions to Shareholders - Subject to the provisions
of paragraph 4, the payment of the Deferred Amounts shall be made to you only if
there are distributions made to any stockholders of the Corporation with

                                        4

<PAGE>



respect to any of its stock during a fiscal year, provided that such payment
shall be made with respect to any such fiscal year only if the sum of such
distributions to stockholders made by the Corporation (during such fiscal year
and the immediately preceding fiscal year) exceeds 55% of the Corporation's "S
Income" for such fiscal years. The term "S Income" as used herein shall mean,
with respect to any fiscal year, the sum of the Corporation's ordinary income or
loss from trade or business activities and its separately stated items of income
and gain passed through to its stockholders, less the separately stated
deductions and losses, passed through to its stockholders under Subchapter S of
the Code for such fiscal year, as shown on its federal income tax return (Form
1120S) for such year, after all deductions shown on such return, including any
deductions for amounts paid to you under this Agreement and to others under
Similar Agreements and after deductions for all other amounts paid by the
Corporation to you and to other employees and independent contractors of the
Corporation.

            (b) Amount of Current Payment.

                (i) General Rule - If subparagraph (a) of this paragraph 2
requires a payment to you, the Corporation shall pay to you an amount ("Current
Payment"), on a per share basis, equal to the excess of (A) that amount which
you would have received if you had owned the shares of Stock subject to the
vested portions of your Option immediately prior to each such

                                        5

<PAGE>



distribution, over (B) 55% of the quotient of (I) the S Income, divided by (II)
the number of outstanding shares with respect to which such distributions were
made. For example, if the S Income were $100,000 and the Corporation made
aggregate distributions during the fiscal year and the immediately preceding
fiscal year of $55,000 with respect to 1,000 outstanding shares, the actual per
share distribution to stockholders would be $55. In this situation, your Current
Payment would be zero since the per share amount actually distributed to
shareholders would be $55, and 55% of the quotient of the S Income divided by
the number of outstanding shares with respect to which distributions were made
would be $55 (i.e., 55% if 100,000/1,000). On the other hand, if the S Income
were $100,000 and the Corporation's aggregate distributions during the taxable
year and the immediately preceding fiscal year were $75,000 with respect to
1,000 outstanding shares, your Current Payment per share would be $20, since the
actual per share distribution to stockholders would be $75 and 55% of the
quotient of the S Income ($100,000) divided by the 1,000 outstanding shares with
respect to such distributions were made (1,000) would be $55. Notwithstanding
anything to the contrary provided in this paragraph 2, S Income or distributions
reflected in the determination of a positive Current Payment for any fiscal year
shall not be reflected in the determination of a positive Current Payment for
any subsequent fiscal year. The Corporation shall make the Current Payment on or
before the end

                                        6

<PAGE>



of the ninth month after the end of the fiscal year with respect to which the
determination is made.

                (ii) Limit on Current Payment; Accumulated Deferred Amount -
Notwithstanding the foregoing provisions of this paragraph 2, the Current
Payment with respect to any fiscal year shall not exceed the "Accumulated
Deferred Amount" at the end of such fiscal year. The "Accumulated Deferred
Amount", at any time, is the excess of (a) the sum of the vested and nonvested
positive Deferred Amounts (including the positive Deferred Amount for the fiscal
year with respect to which the determination is being made), over (b) the total
of (i) the sum of the vested and nonvested negative Deferred Amounts (including
the negative Deferred Amount for the fiscal year with respect to which the
determination is being made) and (ii) the sum of the Current Payments made
before such time.

         3. Option.

            (a) Number of Shares Subject to Option.

                (i) The Corporation has granted to you (on the date(s) shown on
Schedule A hereto) the option(s) to purchase the number of shares of Stock (also
shown on Schedule A).

                (ii) The option(s) are sometimes referred to in this Agreement
as "Option" and such reference shall be to any one or more such options (to the
extent each such Option is then effective), as the context requires.

                                        7

<PAGE>



         (b) Exercise Period; Exercise Procedure - The Option may be exercised
only (i) within 5 business days prior to the consummation of the first Event
(and only the first Event) which occurs during the term of this Agreement
("Exercise Period"), (ii) to the extent that the Corporation elects not to
exercise its right (provided in the fourth sentence of this subparagraph (b)) to
prohibit your exercise, by giving you the written notice provided for in that
sentence prior to the commencement of the Exercise Period, (iii) subject to the
Event being consummated, and (iv) if you are employed or engaged by the
Corporation, its successor or an affiliate at any time within 30 days prior to
the consummation of the Event. The Option may be exercised during the Exercise
Period by giving written notice, hand-delivered or mailed first class, certified
mail, return receipt requested, to the Corporation at its address referred to
above, with a copy to Edward S. Gordon, whose current address is 200 Park
Avenue, New York, New York 10166. The Option (to the extent each is effective)
may be exercised only for all the shares subject to all such Options.
Notwithstanding anything to the contrary provided in this paragraph 3, the
Corporation shall have the right to prohibit your exercise of the Option in
whole or in part, by giving written notice, hand-delivered or mailed first
class, certified mail return receipt requested, to you at your address referred
to above. In such event, it shall pay to you, with respect to the shares of
Stock which you shall have been thus prohibited from buying, an amount equal to
the excess

                                        8

<PAGE>



of (x) the fair market value of the consideration which you would have received
with respect to such shares upon the consummation of the Event, over (y) the
exercise price of the Option with respect to those shares. The Corporation shall
have the right to reduce such amount by the amount of any negative Affiliate
Termination Amount (as defined in subparagraph 4(d)(iii) hereof), and any
Indebtedness (as defined in subparagraph 4(d)(iv) hereof), and any indebtedness
you may owe to any of the Corporation's affiliate(s). The Corporation shall have
the further right to pay you such amount in cash or in the form of consideration
which you would have received with respect to those shares upon the consummation
of the Event. The Corporation shall pay you such amount within 30 days after the
consummation of the Event.

                (c) Vesting - Upon the occurrence of an Event, the Option shall
be deemed to be fully vested. Solely for purposes of determining the Termination
Amount under paragraph 4 hereof, the Option shall vest at the rate of 20% of the
shares subject to the Option on each of the first, second, third, fourth and
fifth anniversaries of the effective date of such Option.

                (d) Exercise Price - The exercise price ("Exercise Price") of
each Option shall be the sum of (A) the original exercise price of each Option
(as shown on Schedule A hereto), and (B) the Accumulated Deferred Amount with
respect to the shares subject to each Option as of the end of the last

                                        9

<PAGE>



fiscal year which shall have ended before the date of the exercise.

            (e) Payment of Exercise Price - Any notice given to the Corporation
pursuant to the terms of this paragraph 3 for the purpose of the exercise of the
Option shall be effective only if accompanied by payment in full of the Exercise
Price for the shares of Stock with respect to which the Option is exercised. The
Accumulated Deferred Amount then owing to you (determined after subtracting all
Current Payments made to you theretofore, but without regard to "net operating
profit or loss" or the taxable year in which you exercise the Option) shall be
applied toward the Exercise Price. To the extent that payment of the Exercise
Price is made by application of the Accumulated Deferred Amount, the Accumulated
Deferred Amount shall be reduced by an amount equal to that so applied.

            (f) Issuance of Stock and Conditions Therefor - Subject to the
provisions of subparagraph (b) of this paragraph 3, upon receipt by the
Corporation of notice of exercise of the Option, together with payment therefor
as provided above, the Corporation (or its successor, as the case may be) shall
cause a certificate for the number of shares of Stock with respect to which the
Option is exercised (or shares of stock or evidence of other ownership interest
of the successor, as the case may be) to be issued in your name; provided,
however, that no shares of Stock (or evidence of other ownership interest) shall
be issued

                                       10

<PAGE>



upon any exercise of the Option until (i) the Corporation (or its successor, as
the case may be) and you have complied with all laws, rules and regulations
which the Corporation's regular counsel and/or any governmental agency have
jurisdiction over the matter may deem applicable, and (ii) you comply with any
requirement of the Event which is applicable after the Event (including, but not
limited to, the execution of a stockholders agreement, noncompete agreement,
employment agreement, etc.). In addition, upon the exercise of the Option, you
will grant to Edward S. Gordon (or the successor to his Shares who owns the
greatest number of Shares immediately before the Event), if he so requests, an
irrevocable proxy for the maximum length of time legally permissible with
respect to any shares of Stock you acquire as a consequence of the Event, as
well as any shares of Stock you may thereafter acquire by way of stock dividend,
stock split or combination of shares of stock or otherwise. Your failure (x) to
comply with all laws, rules and regulations, which the Corporation's regular
counsel and/or any governmental agency shall have prescribed in connection with
the Event, (y) to comply with any requirement of the Event within its time
limits, or (z) to grant promptly such irrevocable proxy will nullify your
exercise of the Option and cause you to lose your rights thereunder, but not
your rights under the terms hereof to receive payments of your Deferred Amounts
which shall have accrued to the effective date of the Event.

                                       11

<PAGE>



            (g) Adjustments in Number of Shares Subject to Option - If there is
any stock dividend, stock split, or combination of shares of Stock prior to the
exercise of the Option, the number of shares of Stock then subject to the Option
shall be proportionately and appropriately adjusted; no change shall be made in
the aggregate purchase price to be paid for all shares of Stock subject to this
Option, but the aggregate purchase price shall be allocated among all shares of
Stock subject to the Option after giving effect to such adjustment.

         If there is any other change in the Stock, including recapitalization,
reorganization, exchange of shares of Stock, offering of subscription rights, or
a merger or consolidation in which the Corporation is the surviving corporation,
an adjustment shall be made in the shares of Stock then subject to the Option
and/or the Exercise Price as and if the Board of Directors may deem equitable.
Failure of the Board of Directors to provide for an adjustment pursuant to this
subparagraph prior to the effective date of any corporate action referred to
herein shall be conclusive evidence that no adjustment is required in
consequence of such action. Nothing herein shall require any adjustment of your
Option because of the grant by the Corporation of additional options under
Similar Agreements.

            (h) No Rights as Stockholder until Exercise - You shall have no
rights as a stockholder of the Corporation, including, without limitation,
voting and dividend rights, unless

                                       12

<PAGE>



and until and to the extent of the exercise of the Option in accordance with the
terms provided in this Agreement and upon the consummation of the Event,
including, but not limited to, the proxy requirement set forth in subparagraph
(f) of this paragraph 3.

                (i) Nontransferability of Option - The Option and all rights
granted in connection therewith shall be exercisable only by you, and such
Option and rights (including the right to receive shares upon the consummation
of the Event) shall not be transferred, assigned, pledged or hypothecated in any
way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process. No transfer, assignment, pledge,
hypothecation or other disposition of the Option or of such rights contrary to
the provisions of this Agreement shall be valid, and, immediately prior thereto
or upon the levy or any attachment or similar process upon the Option or such
rights, the Option and such rights shall immediately become null and void.

         4. Payments on termination of Employment/Engagement.

            (a) Termination of Option - Upon the voluntary or involuntary
termination of your employment/engagement with the Corporation, its successor or
affiliate (including by reason of death or disability, your terminating your
employment/engagement or the Corporation's terminating your
employment/engagement, with or without cause) at a time when the Option has not
been fully

                                       13

<PAGE>



exercised, the Option shall terminate and the Corporation shall pay to you (or
your personal representative) the amount set forth in subparagraph (b) of this
paragraph 4, except that if such termination shall occur within 30 days prior to
an Event and you (or your personal representative) exercise the Option and
comply with the requirements set forth in paragraph 3 hereof, this paragraph 4
shall not apply.

            (b) Termination Amount - The amount to be paid to you pursuant to
this subparagraph (b) (the "Termination Amount") shall be an amount equal to the
vested portion of your Accumulated Deferred Amount as of the Valuation Date.

         The "Valuation Date" shall mean the last day of the Corporation's
fiscal year immediately preceding the Corporation's fiscal year in which occurs
the termination of your employment/engagement.

            (c) Accountants' Determinations - The Corporation shall cause its
regular independent public accountants to deliver a report, as soon as
practicable after (but no later than the six months anniversary of) the
termination of your employment/engagement, setting forth the amount of the
vested portion of your Accumulated Deferred Amount as of the Valuation Date. The
determination of such accountants of such vested portion of your Accumulated
Deferred Amount (as required in subparagraph (b) of this paragraph 4) and the
report required by this subparagraph (c) shall be binding and conclusive on all

                                       14

<PAGE>



parties to this Agreement. In the event that you or your personal representative
shall initiate legal action as to the accountants' determinations or report, the
amount stated in subparagraph (b)(i) of this paragraph 4 shall be reduced form
100% to 60% for purposes of determining the Termination Amount (if you or he are
not the prevailing party in such action), and you or your personal
representative, as the case may be, shall bear 100% of your or his legal fees
and all costs incurred by the Corporation in such action, including the
Corporation's legal fees, if you or he are not the prevailing party in such
action.

            (d) Payment Terms

                (i) Downpayment - Subject to subparagraph (d)(v) of this
paragraph 4, not later than 30 days after delivery of the accountants' report
referred to in the first sentence of subparagraph (c) of this paragraph 4
(except that if the Termination Amount is being paid after your death, not
earlier than 30 days after and not later than 60 days after the appointment of
your personal representative, if later than the delivery of such report), the
Corporation shall pay to you or your personal representative an amount (the
"Downpayment") equal to 25% of your Termination Amount, if positive, in cash or
by check. If the Termination Amount is paid after your death, your personal
representative shall deliver appropriate estate tax waivers, letters
testamentary and any other appropriate documents as may be reasonably requested
by the Corporation.

                                       15

<PAGE>



                (ii) Balance of Termination Amount - Subject to subparagraph
(d)(v) of this paragraph 4, the balance, if any, of your Termination Amount
shall be payable in 8 equal quarter- annual installments commencing on January
15 of the calendar year immediately following the calendar year in which the
Downpayment is made, together with interest on such unpaid principal balance,
payable quarterly, at the rate of 6.5% per annum but not less than the minimum
rate permitted without incurring imputed interest or original issue discount
under the Code. The obligation of the Corporation pursuant to this subparagraph
(ii) may be prepaid in whole or in part, at any time or from time to time,
without penalty or premium. Payment of the balance due pursuant to this
subparagraph (ii) may be accelerated by you or your personal representative in
the event there is a material default of payment of any installment of principal
or interest and the material default continues for a period of fifteen days
after written notice to the Corporation.

                (iii) Agreements with and Indebtedness to Affiliates - If, at
any time while this Agreement is in effect, there are one or more agreement(s)
between you and one or more of the Corporation's affiliates under the terms of
which such affiliate(s) have granted or will grant to you options to purchase
stock and/or rights to deferred profit-based payments ("Affiliate Agreement"),
in the case of a termination of your employment/engagement to which paragraph 4
of this Agreement or a provision similar to such paragraph of the Affiliate
Agreement

                                       16

<PAGE>



applies, if the Termination Amount under this Agreement is positive and the
amount ("Affiliate Termination Amount") in the Affiliate Agreement which
corresponds to the Termination Amount is negative, or vice versa, the negative
amount shall be applied to reduce the positive amounts payable under
subparagraphs (d)(i) and (ii), in that order, of Paragraph 4 of this Agreement
(or the corresponding provisions of the Affiliate Agreement).

         In addition, if you have any indebtedness to the Corporation or any
affiliate which cannot be offset against the purchase price as determined under
the Affiliate Agreement, the Corporation (on behalf of the Affiliate
Corporation) may collect such amount from you by reducing the amounts payable
under subparagraph (d)(i) and (ii), in that order, of this Paragraph 4 (after
reductions, if any, made pursuant to the immediately preceding paragraph of this
subparagraph (iii).

                (iv) Reduction for your Indebtedness to Corporation - If at the
date on which the Downpayment is to be made, you owe any amount to the
Corporation ("Indebtedness"), the Corporation shall offset the amount of the
Indebtedness against the amount to be paid pursuant to subparagraph (d)(i) of
this paragraph 4. If the amount of the Indebtedness exceeds the amount payable
pursuant to that subparagraph, the balance of the Indebtedness shall be offset
next against any amounts to be paid pursuant to subparagraph (d)(ii) of this
paragraph 4. If there remains a balance after the foregoing offsets are made,
you shall

                                       17

<PAGE>



pay such excess to the Corporation not later than thirty (30) days after the
delivery of the accountants' report referred to in the first sentence of
subparagraph (c) of this paragraph 4.

                (v) Corporation's Rights to Defer Payment - Notwithstanding
anything to the contrary provided in this paragraph 4, the Corporation shall
have the right:

                (A) Claims against the Corporation - To defer payment of a
portion (including all) of the amount due pursuant to subparagraph (d)(i) of
this paragraph 4, up to your pro rata share (based on your percentage (as
defined in subparagraph (b) of paragraph 1 hereof) of any actual or potential
claim against or actual or potential liability (including reasonable legal,
accounting and other relevant professional fees and costs) of the Corporation
which claim or liability the Corporation determines could exceed $100,000 and is
contingent, subject to dispute, or otherwise unresolved at the date of
termination of your employment/engagement (except for claims or liabilities
which are reflected in the determination of net operating profits or losses). If
your pro rata share of such claim or liability exceeds the amount payable
pursuant to subparagraph (d)(i) of this paragraph 4, the Corporation may also
defer further the payment of that portion (including all) or the amount payable
pursuant to subparagraph (d)(ii) of this paragraph 4 which it deems necessary to
provide funding for your pro rata share of such claim or liability. The
Corporation shall make payments of all amounts deferred hereunder (less the
amounts

                                       18

<PAGE>



which the Corporation deems necessary to provide funding for your pro rata share
of such claim or liability, if its amount exceeds $100,000) at the latest of the
date(s) which it determines to be the date(s) of (A) resolution of the amount of
such claim or liability, (B) the reduction of such claim or liability to an
amount less than $100,000, or (C) the original due dates of the amounts
deferred. In addition, the Corporation shall pay interest on such amount, at the
rate of 6.5% per annum but not less than the minimum rate permitted without
incurring imputed interest or original issue discount under the Code, from the
original due date(s) of such amount(s) to the date(s) of payment.

                (B) Amount for Receivables - If the Corporation has a receivable
which has an outstanding balance (determined, for this purpose, without regard
to applicable commissions and liabilities) of $500,000 or more on the Valuation
Date, the Corporation shall have the right to defer the payment of that portion
of the balance payable pursuant to subparagraph (b)(ii) of this paragraph 4
which is equal to the product of such balance and a fraction the numerator of
which shall be the amount of such receivable on the Valuation Date and the
denominator of which shall be the Corporation's gross assets as of such
Valuation Date, as shown on the Corporation's balance sheet (prepared by its
regular independent public accountants in accordance with generally accepted
accounting principles consistently applied). The Corporation shall pay such
deferred amount, based on the rate of collection of such receivable,

                                       19

<PAGE>



quarter-annually as such receivable is collected by the Corporation.

                (C) Termination Amounts Payable to You and Others - If payments
of Termination Amounts (including Downpayment(s)) shall at any time become due
pursuant to this paragraph 4 and corresponding provisions of Similar Agreements
with respect to your Option and those under Similar Agreements for Shares
constituting 10% or more of the sum of (I) the then outstanding number of
Shares, (II) the sum of Shares subject to options under then outstanding Similar
Agreements pursuant to which no Termination Amounts are then due, and (III) the
sum of the number of Shares subject to your Option and those under Similar
Agreements pursuant to which Termination Amounts are then due, the Corporation
shall have the right to defer the payments then due of your Termination Amount
and those payable under Similar Agreements as described in the succeeding
provisions of this subparagraph (d)(v)(C).

            The Corporation shall have the right to limit its aggregate payments
of your Termination Amount and those under Similar Agreements in any fiscal year
to an amount equal to 10% of the Corporation's "net operating profit or loss"
(as defined in subparagraph (a) of paragraph 1 hereof) for such fiscal year, if
positive. The Corporation shall have the right to limit the amounts so payable
to you in such calendar year (after giving effect to the foregoing provisions of
this subparagraph (d)) to

                                       20

<PAGE>



the product of the Termination Amount otherwise payable to you in such calendar
year times a fraction the numerator of which shall be such Termination Amount
otherwise payable to you in such calendar year and the denominator of which
shall be the sum of such numerator and the Termination Amounts otherwise payable
to others under Similar Agreements in such calendar year. The Termination
Amounts in excess of such limit shall be added to the Termination Amounts
otherwise payable in the succeeding calendar year(s) with respect to which the
Corporation shall have the right to apply the provisions of this subparagraph
(d)(v)(C). The Corporation shall pay interest on such deferred amounts, at the
rate of 6.5% per annum but not less than the minimum rate permitted without
incurring imputed interest or original issue discount under the Code, from the
original due date(s) of such amount(s) to the date(s) of payment.

         5. NO RIGHTS TO CONTINUED EMPLOYMENT/ENGAGEMENT OR EQUITY
INTEREST -
NOTHING IN THIS AGREEMENT SHALL CONFER UPON YOU ANY RIGHT TO:

            (a) CONTINUE IN THE EMPLOY OF OR TO PROVIDE SERVICES TO THE
CORPORATION OR ANY OF ITS AFFILIATES OR INTERFERE IN ANY WAY WITH THE
RIGHT OF
THE CORPORATION OR ANY SUCH AFFILIATE TO TERMINATE YOUR
EMPLOYMENT/ENGAGEMENT AT
ANY TIME, IT BEING AGREED THAT YOUR EMPLOYMENT/ENGAGEMENT IS AT
WILL UNLESS
OTHERWISE PROVIDED IN A SEPARATE WRITTEN AGREEMENT.

                                       21

<PAGE>



            (b) PARTICIPATE IN OR BE ENTITLED TO ANY EQUITY OR OTHER INTEREST
IN
ANY AFFILIATE OF THE CORPORATION.

         6. Entire Understanding - This Agreement sets forth the entire
understanding with respect to the subject matter hereof, and no statement,
representation, warranty or covenant has been made by either party except as
expressly set forth herein.

         7. Amendments - This Agreement may be modified only by a writing signed
by you and the Corporation and duly authorized as to the Corporation by a
resolution of the Corporation's Board of Directors. This Agreement supersedes
and cancels all prior agreements between the parties, whether written or oral,
any stockholders agreements or any agreements in the nature of a "phantom" or
"shadow" stock deferred compensation agreement, in effect on the date hereof,
except for any agreement providing for your employment and compensation
therefor, between you and the Corporation.

         8. Governing Law - This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of New York.

         9. Nonassignability of this Agreement - This Agreement shall not be
assignable by you. All of the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of and be enforceable by your heirs and
personal

                                       22

<PAGE>



representatives and the successors and assigns of the Corporation.

         10. Confidentiality - You agree that the fact that this Agreement has
been entered into and all of the provisions hereof are confidential information
of the Corporation. You agree that same will be kept confidential by you at all
times and will not be discussed or disclosed by you. You shall not make the
provisions of this Agreement available for any purpose whatsoever, except as may
be required by law, in which case, you shall notify the Corporation in advance
of any such disclosure required by law and shall identify the law compelling
such disclosure. You hereby agree to indemnity and hold the Corporation harmless
from any and all claims, damages and expenses arising, or relating to, any
breach of this provision. You also acknowledge that any breach, or threatened
breach, of this provision will result in irreparable and continuing damage to
the Corporation, for which there will be no adequate remedy at law. Therefore,
you agree that, in the event of any breach, or threatened breach, the
Corporation shall be entitled to injunctive relief, without showing or proving
any actual damage to have been sustained, in addition to all other rights which
it may have.

         11. Further Acts - You hereby agree that you shall, from time to time,
take any and all actions and execute, acknowledge, and deliver any and all
documents and instruments as

                                       23

<PAGE>



the  Corporation  may  reasonably  request,  in order to more fully  perfect the
rights, duties and obligations of the parties as set forth in this Agreement.

         12. Headings - The headings used in this Agreement are for convenience
of reference only and in no way define, limit or describe the scope or intent of
this Agreement or of any provisions thereof, or in any way affect this
Agreement.

         13. Representation by Counsel - You acknowledge that prior to entering
into this Agreement you have obtained for yourself independent advice of legal
counsel, accountants, and tax advisors in connection with this Agreement, as you
have deemed appropriate.

         If the foregoing arrangement is in accordance with our previous
discussions and the provisions herein are agreeable to you, please indicate your
agreement and acceptance of the terms hereof by signing your name at the foot of
this letter where indicated and return the original executed copy of this letter
to the Corporation

                                         EDWARD S. GORDON COMPANY, INC.

                                         By
                                             --------------------------


ACCEPTED BY AND AGREED TO:



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

                                       24

<PAGE>


Schedule A to Agreement, dated                                        , between
Edward S. Gordon Company, Inc. and




Date(s) of                          Number of         Original
Grant(s) of       Effective         shares to         Exercise Price
Option            Date(s)           Option            per share



                                                      $




                                    EDWARD S. GORDON COMPANY, INC.


                                    By
                                       ---------------------------




                                       25

<PAGE>
                                                                       EXHIBIT D
                                                                       ---------


                   [Albert B. Carson Company, Inc. Letterhead]
                                       or
                 [Albert B. Garson Company of New Jersey, Inc.]




                                                                          [Date]



[Name]
[Address]



Dear _________:

         Pursuant to Paragraph 7 of the amendment and restatement, effective
January 1, 1994, of the Option and Deferred Compensation Agreement between you
and [Edward S. Gordon Company Incorporated] [Edward S. Gordon Company of New
Jersey, Inc.] (the "Corporation"), (the "1994 Amendment"), the parties hereto
agree to amend the 1994 Amendment, effective as of May 1, 1996, as follows:

         1. Paragraph 3 of the 1994 Amendment is amended by adding the following
new subparagraph (j) to the end thereof:

         "(j) Notwithstanding anything herein to the contrary, in the
         case of the occurrence of an Event, all or a portion of the
         Options granted to you hereunder may, subject to the consent
         of the Board of

                                        1

<PAGE>


[Name]
       , 1996
-------
Page [  ]



         Directors of the Corporation, be assumed or substituted by a
         corporation with whom the Corporation is merged or
         consolidated or which acquires all of the Corporation's
         shares of stock or all or substantially all of the assets of
         the Corporation (an "Acquiror") for an option to purchase
         shares of capital stock of such Acquiror or any subsidiary or
         parent of such Acquiror (each such assumed or substituted
         option shall be referred to as a "Substitute Option"). The
         terms, provisions and benefits of the Substitute Option shall
         be identical to the terms, provisions and benefits applicable
         to your Options on the date of substitution, except that (i)
         each Substitute Option shall provide for the purchase of
         shares of capital stock of such Acquiror (or any subsidiary
         or parent thereof) in lieu of the purchase of Stock, and (ii)
         the Exercise Period under subparagraph (b) of paragraph 3 of
         the 1994 Amendment for each Substitute Option shall be the
         5-year period following consummation of the first Event in
         lieu of 5 business days prior to the consummation of the
         first Event."

         2. The first sentence of the second subparagraph of

Paragraph 3(g) of the 1994 Amendment is amended to read as

follows:

         "If there is any other change in the Stock including recapitalization,
         reorganization, exchange of shares of Stock, offering of subscription
         rights, or a merger or consolidation in which the Corporation is the
         surviving corporation or any sale of all or substantially all of the
         assets of the Corporation, an adjustment shall be made in the shares of
         Stock then subject to the Option and/or the Exercise Price as and if
         the Board of Directors may deem, in its sole discretion, equitable."

         3. Paragraph 4(a) of the 1994 Amendment is amended by adding
the following language at the end thereof:

         "Notwithstanding the foregoing, following the assumption or
         substitution of an Option as provided in subparagraph (j) of
         paragraph 3 hereof, upon termination of your
         employment/engagement with the Corporation, its successor or

                                        2

<PAGE>


[Name]
      , 1996
------
Page [  ]



         affiliate, as described above, at a time when the Substitute Option has
         not been fully exercised, the Substitute Option shall remain
         exercisable for a period of 15 days following such termination or the
         remaining term of the Substitute Option, if earlier. Solely within this
         exercise period, you may exercise all or any portion of your Substitute
         Option by giving notice to the Corporation of the number of shares of
         stock relating to the Substitute Option which you elect to purchase,
         accompanied by payment in full of the applicable Exercise Price for the
         number of shares for which the Substitute Option is being exercised.
         Shares purchased pursuant to the exercise of the Substitute Option
         shall be paid for at the time of exercise as follows:

              (i) in cash or by check, bank draft or money order payable to the
         order of the Corporation;

              (ii) if the shares are traded on a national securities exchange,
         through the delivery of irrevocable instructions to a broker to deliver
         promptly to the Corporation an amount equal to the aggregate applicable
         exercise price; or

              (iii) on such other terms and conditions as may be acceptable to
         the Corporation and in accordance with applicable law.

              Notwithstanding anything herein to the contrary, the Corporation
         shall not be obligated to make payment as described in subparagraph (b)
         of this paragraph 4 or to make any other cash payment of any nature
         whatsoever from the effective date of the assumption or substitution of
         an Option."

                                        3

<PAGE>


[Name]
      , 1996
------
Page [  ]


         If the foregoing amendment to the 1994 Amendment is agreeable to you,
please indicate your agreement and acceptance of the terms hereof by signing
your name at the foot of this letter where indicated and return the original
executed copy of this letter to the Corporation.

                               [EDWARD S. GORDON COMPANY
                                 INCORPORATED]

                                                 OR

                               [EDWARD S, GORDON COMPANY OF
                                 NEW JERSEY, INC.]


                               By:
                                   -------------------------------

ACCEPTED AND AGREED TO:


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


                                        4













                                                                       Exhibit 5

                        Letterhead of Proskauer Rose LLP


                                                    October 1, 1999


Insignia Financial Group, Inc.
200 Park Avenue
New York, New York  10166

Dear Sirs:

         We are acting as counsel to Insignia Financial Group, Inc. (f/k/a
Insignia/ESG Holdings, Inc.), a Delaware corporation (the "Company"), in
connection with the Registration Statement on Form S-8 (the "Registration
Statement") filed by the Company under the Securities Act of 1933, as amended
(the "Act"), relating to the registration of 105,686 shares (the "Shares") of
common stock, par value $.01 per share, of the Company. The Shares are issuable
by the Company upon exercise of certain non-qualified stock options (the
"Options") assumed by the Company.

         We have examined originals or copies, certified or otherwise
authenticated to our satisfaction, of all such corporate records, documents,
agreements and instruments 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 terms of the Options, 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,


                                                    /s/  Proskauer Rose LLP









                              EX-23.1
                   CONSENTS OF EXPERTS AND COUNSEL




                                                                    Exhibit 23.1

                         CONSENT OF INDEPENDENT AUDITORS

         We consent to the incorporation by reference in the Registration
Statement (Form S-8) of Insignia Financial Group, Inc. (f/k/a Insignia/ESG
Holdings, Inc.) pertaining to Non-Qualified Stock Options of our report dated
March 5, 1999 with respect to the consolidated and combined financial statements
of Insignia Financial Group, Inc. included in the Annual Report (Form 10- K) for
the year ended December 31, 1998 filed with the Securities and Exchange
Commission.

                                                        /s/  ERNST & YOUNG LLP


Greenville, South Carolina
September 28, 1999






                              EX-23.2
                              CONSENTS OF EXPERTS AND COUNSEL



                                                                    EXHIBIT 23.2


                         CONSENT OF INDEPENDENT AUDITORS


                  We consent to the incorporation by reference into the
Registration Statement (Form S-8) of Insignia Financial Group, Inc. (f/k/a
Insignia/ESG Holdings, Inc.) pertaining to Non-Qualified Stock Options of our
report dated August 6, 1999 with respect to the financial statements of Douglas
Elliman Brokerage for the years ended December 31, 1998 and 1997.



                                                     /s/ ERNST & YOUNG LLP


New York, New York
September 28, 1999






                              EX-23.3
                              CONSENTS OF EXPERTS AND COUNSEL



                                                                    EXHIBIT 23.3


                CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS AND
                               REGISTERED AUDITORS

         We hereby consent to the incorporation by reference in the Prospectus
constituting a part of Insignia Financial Group, Inc.'s Registration Statement
on Form S-8, of our report dated 18 May, 1999 relating to the financial
statements of St. Quintin London Partnership Group and St. Quintin Manchester
Partnership, respectively, as of and for the year ended August 31, 1998.


/s/BDO Stoy Hayward
Chartered Accountants and Registered Auditors
London, United Kingdom
September 29, 1999






                              EX-24
                              POWER OF ATTORNEY



                                                                      Exhibit 24

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Andrew L. Farkas and Adam B. Gilbert, 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 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.



 /s/ Andrew L. Farkas                                /s/ Robert G. Koen
---------------------------                         ----------------------------
Andrew L. Farkas                                    Robert G. Koen


 /s/ Robin L. Farkas                                 /s/ Stephen B. Siegel
---------------------------                         ----------------------------
Robin L. Farkas                                     Stephen B. Siegel


 /s/ Robert J. Denison                               /s/ H. Strauss Zelnick
---------------------------                         ----------------------------
Robert J. Denison                                   H. Strauss Zelnick


 /s/ Andrew J.M. Huntley
---------------------------
Andrew J.M. Huntley
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 68911}]
{"company-data": {"conformed-name": "INSIGNIA FINANCIAL GROUP INC /DE/", "cik": "0001067462", "assigned-sic": "6552", "irs-number": "562084290", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88371", "film-number": "99722450"}, "business-address": {"street1": "200 PARK AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10166", "phone": "8642988000"}, "mail-address": {"street1": "200 PARK AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10166"}, "former-company": {"former-conformed-name": "INSIGNIA ESG HOLDINGS INC", "date-changed": "19980803"}}
As filed with the Securities and Exchange Commission on October 1, 1999
                                                    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.
                       (f/k/a Insignia/ESG Holdings, Inc.)
             (Exact name of registrant as specified in its charter)

         Delaware                                56-2084290
         (State or other jurisdiction of         (I.R.S. Employer Identification
         incorporation or organization)          Number)

                                 200 Park Avenue
                            New York, New York 10166
               (Address of principal executive offices) (Zip Code)

                      Non-Qualified Stock Option Agreements
                            (Full title of the Plan)

                              Adam B. Gilbert, Esq.
                          General Counsel and Secretary
                         Insignia Financial Group, Inc.
                                 200 Park Avenue
                            New York, New York 10166
                                 (212) 984-8000
                      (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
              -----------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
Title of securities to     Amount to        Proposed maximum    Proposed maximum
Amount of
be registered              be registered    offering price      aggregate offering price     registration
                                            per share                                        fee
------------------------------------------------------------------------------------------------------------
Common Stock,              105,686 shares   $3.85(1)            $406,509(1)                   $1,130
par value $.01 per share
---------------------
1
(1) Solely for purposes of calculating the registration fee pursuant to Rule
457(h)(1). The Options pursuant to which the shares may be issued have varying
exercise prices ranging from $0.05 to $4.50 per share, with a weighted average
exercise price of $3.85 per share.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3. Incorporation of Documents By Reference.

         Insignia Financial Group, Inc., formerly known as Insignia/ESG
Holdings, Inc. (the "Corporation"), incorporates by reference herein the
following documents filed by it with the Securities and Exchange Commission
(File No. 1-14373) pursuant to the Securities Exchange Act of 1934, as amended:

         1. The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998;

         2. Amendment No. 1 to the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1998 filed April 30, 1999;

         3. The Corporation's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999 and June 30, 1999; and

         4. The Corporation's Current Reports on Form 8-K dated March 5, 1999
(as amended by Amendment No. 1 thereto filed May 19, 1999), May 28, 1999 and
June 23, 1999 (as amended by Amendment No. 1 thereto filed August 31, 1999).

         5. The description of the Corporation's capital stock contained in its
Registration Statement on Form 10/A filed August 7, 1998, including any
amendments or reports filed for the purpose of updating such description.

         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 superceded 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 supercedes such statement. Any
statement so modified or superceded shall not be deemed, except as so modified
or superceded, to constitute part of this Registration Statement.

                                        2
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 Tenth 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 all its executive 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 to Exhibits 3.1 and
10.18, respectively, to the Corporation's Registration Statement on Form 10.

         The indemnification agreements entered into by the Corporation with all
of its directors and its executive officers are based on the provisions of the
General Corporation Law of the State of Delaware, which are contained primarily
in Section 145 of the General Corporation Law of the State of Delaware, but are
intended to provide broader indemnification than that which is specifically
provided by Section 145. The indemnification agreements provide 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).

         The Corporation currently has directors and officers liability
insurance policies (the "Policies") in place with National Union Fire Insurance
Company of Pittsburgh and Lloyds of London. The Policies are "claims made"
policies with a $25,000,000 aggregate coverage amount. 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.

         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

                                        3
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 transactions from
which the director derived an improper personal benefit. Article Eleventh of the
Corporation's Certificate of Incorporation contains such a provision.

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

         Not applicable.

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

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

         5        Opinion of Proskauer Rose LLP.

         23.1     Consent of Ernst & Young LLP, Greenville South Carolina.

         23.2     Consent of Ernst & Young LLP, New York, New York.

         23.3     Consent of BDO Stoy Hayward, London, England.

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

         24       Power 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;
                  (i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
                  (ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflect in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the

                                        4
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

         (2) That, for the purposes of determining 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.

         (h) 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.

                                        5
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 New York, State of New York, on this 30th day of
September, 1999.

                                        INSIGNIA FINANCIAL GROUP, INC.

                                        By:  /s/ Andrew L. Farkas
                                           -------------------------------------
                                                 Andrew L. Farkas
                                                 Chairman and
                                                 Chief Executive 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                       Chief Executive Officer and Director                 September
30, 1999
------------------------------------        (Principal Executive Officer)
Andrew L. Farkas

 /s/ James A. Aston                         Chief Financial Officer
------------------------------------        (Principal Financial and                             September 30, 1999
James A. Aston                               Accounting Officer)

 /s/ Robert J. Denison                      Director
------------------------------------                                                             September 15, 1999
Robert J. Denison

 /s/ Robin L. Farkas                        Director                                             September 30, 1999
------------------------------------
Robin L. Farkas

 /s/ Andrew J.M. Huntley                    Director                                             September 21, 1999
------------------------------------
Andrew J.M. Huntley

 /s/ Robert G. Koen                         Director                                             September 30, 1999
------------------------------------
Robert G. Koen

 /s/ Stephen B. Siegel                      Director                                             September 30, 1999
------------------------------------
Stephen B. Siegel

 /s/ H. Strauss Zelnick                     Director                                             September 30, 1999
------------------------------------
H. Strauss Zelnick
EXHIBIT INDEX

Number                     Title of Exhibit
------                     ----------------

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

5        Opinion of Proskauer Rose LLP.

23.1     Consent of Ernst & Young LLP, Greenville South Carolina.

23.2     Consent of Ernst & Young LLP, New York, New York.

23.3     Consent of BDO Stoy Hayward, London, England.

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

24       Power of Attorney.

     [TYPE]                   EX-4
     [DESCRIPTION]            Instruments Defining Rights of Security Holders

                                                                       Exhibit 4

                         EDWARD S. GORDON COMPANY, INC.
                                 200 Park Avenue
                            New York, New York 10166

                                                               December 15, 1994

                 Re: Option and Deferred Compensation Agreement
                     ------------------------------------------

Dear              :
     -------------

         This Agreement  between you and Edward S. Gordon Company,  Incorporated
(the "Corporation") is effective as of January 1, 1994.

         1. Deferred Amount - In consideration of the services provided and to
be provided by you to and on behalf of the Corporation and/or its affiliates,
the Corporation hereby grants to you, in addition to your compensation and
benefits otherwise provided by the Corporation and/or its affiliates, the right
to receive deferred payments ("Deferred Amount") of an amount based on a
"percentage" (as defined in subparagraph (b) of this paragraph 1) of the
Corporation's cumulative "net operating profits and losses" for the
Corporation's fiscal (calendar) year 1994 and each of the Corporation's fiscal
years thereafter as described herein. With respect to each of such fiscal years,
the Corporation will determine a "Deferred Amount" (which may be positive or
negative) equal to the "percentage" (as defined in
subparagraph (b) of this paragraph 1) of the Corporation's "net
operating profit or loss" for such fiscal year.

            (a) Net Operating Profit or Loss - The term "net operating profit or
loss" as used herein shall mean, for each of the Corporation's fiscal years or
portion thereof beginning January 1, 1994, the sum of (i) the net profit or
loss, determined in accordance with generally accepted accounting principles (as
in effect on January 1, 1994) consistently applied, before any deductions for
the amount paid and/or credited to you under this Agreement and all amounts paid
and/or credited to others under Similar Agreements (as defined in subparagraph
(d) of this paragraph 1), but after all other amounts paid and/or accrued by the
Corporation to you and to other employees and independent contractors of the
Corporation, and after provision for all income and other taxes for which the
Corporation would be liable (if it were a "C corporation", within the meaning of
the Internal Revenue Code of 1986, as amended ("Code")), and (ii) an amount
equal to 55% of the Corporation's "S Income" (as defined in subparagraph (a) of
paragraph 2 hereof), if positive, for such fiscal year. The Corporation shall
cause its regular independent public accountants to determine its net operating
profit or loss for each fiscal year on or before the 15th day of the ninth month
after the end of such fiscal year.

                                        2
(b) Percentage - The term "percentage" as used herein shall be equal
to a fraction, the numerator of which is the number of shares of stock of the
Corporation ("Stock") which are subject to the vested and unvested portions of
the Option (as that term is defined in paragraph 3 below), all determined as of
the end of the fiscal year with respect to which the amount is being determined,
and the denominator of which is the sum of all the Corporation's issued and
outstanding Stock as of such date plus the total number of shares of stock which
are then subject to the vested and unvested portions of such Option and other
options under any Similar Agreements as of the end of the fiscal year with
respect to which the amount is being determined.

            (c) Event - The term "Event" as used herein shall mean a transfer of
(x) 50% or more of the then outstanding shares of the Stock, (y) a sale or
disposition of all or substantially all of the Corporation's assets to any other
corporation or entity 50% or more of the stock or voting power of which is not
owned, directly and indirectly, after the transaction by persons who were
stockholders of the Corporation immediately before such transaction, or (z) any
merger, consolidation or any other business combination of the Corporation with
or into any other corporation or entity, pursuant to which the stockholders of
the Corporation immediately before such transaction do not own, directly or
indirectly, immediately after such transaction, 50% or more of the voting power
of the Corporation or the surviving or acquiring corporation or entity, as the
case may be.

                                        3
Notwithstanding anything to the contrary provided in this subparagraph (1)(c),
the term "Event" shall not include any transfer (i) by will or intestate
distribution or (ii) by gift or contribution or (iii) to an affiliated entity
50% or more of the equity ownership of which is owned by Edward S. Gordon or one
or more members of his family, or (iv) by Edward S. Gordon and/or one or more
members of his family or the Corporation (at a time when he and/or members of
his family own 50% or more of the then outstanding shares of the stock of the
Corporation) to one or more employees of and/or independent contractors who are
engaged by the Corporation or to an entity 50% or more of the equity ownership
of which is owned by one or more employees or such independent contractors of
the Corporation.

            (d) Similar Agreements - The term "Similar Agreements" as used
herein shall mean any agreements between the Corporation and individuals who
have provided or are expected to provide services to the Corporation or any of
its affiliates under the terms of which the Corporation has granted or will
grant options to purchase stock and/or rights to deferred profit- based
payments.

         2. Current Payments.

            (a) Actual Distributions to Shareholders - Subject to the provisions
of paragraph 4, the payment of the Deferred Amounts shall be made to you only if
there are distributions made to any stockholders of the Corporation with

                                        4
respect to any of its stock during a fiscal year, provided that such payment
shall be made with respect to any such fiscal year only if the sum of such
distributions to stockholders made by the Corporation (during such fiscal year
and the immediately preceding fiscal year) exceeds 55% of the Corporation's "S
Income" for such fiscal years. The term "S Income" as used herein shall mean,
with respect to any fiscal year, the sum of the Corporation's ordinary income or
loss from trade or business activities and its separately stated items of income
and gain passed through to its stockholders, less the separately stated
deductions and losses, passed through to its stockholders under Subchapter S of
the Code for such fiscal year, as shown on its federal income tax return (Form
1120S) for such year, after all deductions shown on such return, including any
deductions for amounts paid to you under this Agreement and to others under
Similar Agreements and after deductions for all other amounts paid by the
Corporation to you and to other employees and independent contractors of the
Corporation.

            (b) Amount of Current Payment.

                (i) General Rule - If subparagraph (a) of this paragraph 2
requires a payment to you, the Corporation shall pay to you an amount ("Current
Payment"), on a per share basis, equal to the excess of (A) that amount which
you would have received if you had owned the shares of Stock subject to the
vested portions of your Option immediately prior to each such

                                        5
distribution, over (B) 55% of the quotient of (I) the S Income, divided by (II)
the number of outstanding shares with respect to which such distributions were
made. For example, if the S Income were $100,000 and the Corporation made
aggregate distributions during the fiscal year and the immediately preceding
fiscal year of $55,000 with respect to 1,000 outstanding shares, the actual per
share distribution to stockholders would be $55. In this situation, your Current
Payment would be zero since the per share amount actually distributed to
shareholders would be $55, and 55% of the quotient of the S Income divided by
the number of outstanding shares with respect to which distributions were made
would be $55 (i.e., 55% if 100,000/1,000). On the other hand, if the S Income
were $100,000 and the Corporation's aggregate distributions during the taxable
year and the immediately preceding fiscal year were $75,000 with respect to
1,000 outstanding shares, your Current Payment per share would be $20, since the
actual per share distribution to stockholders would be $75 and 55% of the
quotient of the S Income ($100,000) divided by the 1,000 outstanding shares with
respect to such distributions were made (1,000) would be $55. Notwithstanding
anything to the contrary provided in this paragraph 2, S Income or distributions
reflected in the determination of a positive Current Payment for any fiscal year
shall not be reflected in the determination of a positive Current Payment for
any subsequent fiscal year. The Corporation shall make the Current Payment on or
before the end

                                        6
of the ninth month after the end of the fiscal year with respect to which the
determination is made.

                (ii) Limit on Current Payment; Accumulated Deferred Amount -
Notwithstanding the foregoing provisions of this paragraph 2, the Current
Payment with respect to any fiscal year shall not exceed the "Accumulated
Deferred Amount" at the end of such fiscal year. The "Accumulated Deferred
Amount", at any time, is the excess of (a) the sum of the vested and nonvested
positive Deferred Amounts (including the positive Deferred Amount for the fiscal
year with respect to which the determination is being made), over (b) the total
of (i) the sum of the vested and nonvested negative Deferred Amounts (including
the negative Deferred Amount for the fiscal year with respect to which the
determination is being made) and (ii) the sum of the Current Payments made
before such time.

         3. Option.

            (a) Number of Shares Subject to Option.

                (i) The Corporation has granted to you (on the date(s) shown on
Schedule A hereto) the option(s) to purchase the number of shares of Stock (also
shown on Schedule A).

                (ii) The option(s) are sometimes referred to in this Agreement
as "Option" and such reference shall be to any one or more such options (to the
extent each such Option is then effective), as the context requires.

                                        7
(b) Exercise Period; Exercise Procedure - The Option may be exercised
only (i) within 5 business days prior to the consummation of the first Event
(and only the first Event) which occurs during the term of this Agreement
("Exercise Period"), (ii) to the extent that the Corporation elects not to
exercise its right (provided in the fourth sentence of this subparagraph (b)) to
prohibit your exercise, by giving you the written notice provided for in that
sentence prior to the commencement of the Exercise Period, (iii) subject to the
Event being consummated, and (iv) if you are employed or engaged by the
Corporation, its successor or an affiliate at any time within 30 days prior to
the consummation of the Event. The Option may be exercised during the Exercise
Period by giving written notice, hand-delivered or mailed first class, certified
mail, return receipt requested, to the Corporation at its address referred to
above, with a copy to Edward S. Gordon, whose current address is 200 Park
Avenue, New York, New York 10166. The Option (to the extent each is effective)
may be exercised only for all the shares subject to all such Options.
Notwithstanding anything to the contrary provided in this paragraph 3, the
Corporation shall have the right to prohibit your exercise of the Option in
whole or in part, by giving written notice, hand-delivered or mailed first
class, certified mail return receipt requested, to you at your address referred
to above. In such event, it shall pay to you, with respect to the shares of
Stock which you shall have been thus prohibited from buying, an amount equal to
the excess

                                        8
of (x) the fair market value of the consideration which you would have received
with respect to such shares upon the consummation of the Event, over (y) the
exercise price of the Option with respect to those shares. The Corporation shall
have the right to reduce such amount by the amount of any negative Affiliate
Termination Amount (as defined in subparagraph 4(d)(iii) hereof), and any
Indebtedness (as defined in subparagraph 4(d)(iv) hereof), and any indebtedness
you may owe to any of the Corporation's affiliate(s). The Corporation shall have
the further right to pay you such amount in cash or in the form of consideration
which you would have received with respect to those shares upon the consummation
of the Event. The Corporation shall pay you such amount within 30 days after the
consummation of the Event.

                (c) Vesting - Upon the occurrence of an Event, the Option shall
be deemed to be fully vested. Solely for purposes of determining the Termination
Amount under paragraph 4 hereof, the Option shall vest at the rate of 20% of the
shares subject to the Option on each of the first, second, third, fourth and
fifth anniversaries of the effective date of such Option.

                (d) Exercise Price - The exercise price ("Exercise Price") of
each Option shall be the sum of (A) the original exercise price of each Option
(as shown on Schedule A hereto), and (B) the Accumulated Deferred Amount with
respect to the shares subject to each Option as of the end of the last

                                        9
fiscal year which shall have ended before the date of the exercise.

            (e) Payment of Exercise Price - Any notice given to the Corporation
pursuant to the terms of this paragraph 3 for the purpose of the exercise of the
Option shall be effective only if accompanied by payment in full of the Exercise
Price for the shares of Stock with respect to which the Option is exercised. The
Accumulated Deferred Amount then owing to you (determined after subtracting all
Current Payments made to you theretofore, but without regard to "net operating
profit or loss" or the taxable year in which you exercise the Option) shall be
applied toward the Exercise Price. To the extent that payment of the Exercise
Price is made by application of the Accumulated Deferred Amount, the Accumulated
Deferred Amount shall be reduced by an amount equal to that so applied.

            (f) Issuance of Stock and Conditions Therefor - Subject to the
provisions of subparagraph (b) of this paragraph 3, upon receipt by the
Corporation of notice of exercise of the Option, together with payment therefor
as provided above, the Corporation (or its successor, as the case may be) shall
cause a certificate for the number of shares of Stock with respect to which the
Option is exercised (or shares of stock or evidence of other ownership interest
of the successor, as the case may be) to be issued in your name; provided,
however, that no shares of Stock (or evidence of other ownership interest) shall
be issued

                                       10
upon any exercise of the Option until (i) the Corporation (or its successor, as
the case may be) and you have complied with all laws, rules and regulations
which the Corporation's regular counsel and/or any governmental agency have
jurisdiction over the matter may deem applicable, and (ii) you comply with any
requirement of the Event which is applicable after the Event (including, but not
limited to, the execution of a stockholders agreement, noncompete agreement,
employment agreement, etc.). In addition, upon the exercise of the Option, you
will grant to Edward S. Gordon (or the successor to his Shares who owns the
greatest number of Shares immediately before the Event), if he so requests, an
irrevocable proxy for the maximum length of time legally permissible with
respect to any shares of Stock you acquire as a consequence of the Event, as
well as any shares of Stock you may thereafter acquire by way of stock dividend,
stock split or combination of shares of stock or otherwise. Your failure (x) to
comply with all laws, rules and regulations, which the Corporation's regular
counsel and/or any governmental agency shall have prescribed in connection with
the Event, (y) to comply with any requirement of the Event within its time
limits, or (z) to grant promptly such irrevocable proxy will nullify your
exercise of the Option and cause you to lose your rights thereunder, but not
your rights under the terms hereof to receive payments of your Deferred Amounts
which shall have accrued to the effective date of the Event.

                                       11
(g) Adjustments in Number of Shares Subject to Option - If there is
any stock dividend, stock split, or combination of shares of Stock prior to the
exercise of the Option, the number of shares of Stock then subject to the Option
shall be proportionately and appropriately adjusted; no change shall be made in
the aggregate purchase price to be paid for all shares of Stock subject to this
Option, but the aggregate purchase price shall be allocated among all shares of
Stock subject to the Option after giving effect to such adjustment.

         If there is any other change in the Stock, including recapitalization,
reorganization, exchange of shares of Stock, offering of subscription rights, or
a merger or consolidation in which the Corporation is the surviving corporation,
an adjustment shall be made in the shares of Stock then subject to the Option
and/or the Exercise Price as and if the Board of Directors may deem equitable.
Failure of the Board of Directors to provide for an adjustment pursuant to this
subparagraph prior to the effective date of any corporate action referred to
herein shall be conclusive evidence that no adjustment is required in
consequence of such action. Nothing herein shall require any adjustment of your
Option because of the grant by the Corporation of additional options under
Similar Agreements.

            (h) No Rights as Stockholder until Exercise - You shall have no
rights as a stockholder of the Corporation, including, without limitation,
voting and dividend rights, unless

                                       12
and until and to the extent of the exercise of the Option in accordance with the
terms provided in this Agreement and upon the consummation of the Event,
including, but not limited to, the proxy requirement set forth in subparagraph
(f) of this paragraph 3.

                (i) Nontransferability of Option - The Option and all rights
granted in connection therewith shall be exercisable only by you, and such
Option and rights (including the right to receive shares upon the consummation
of the Event) shall not be transferred, assigned, pledged or hypothecated in any
way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process. No transfer, assignment, pledge,
hypothecation or other disposition of the Option or of such rights contrary to
the provisions of this Agreement shall be valid, and, immediately prior thereto
or upon the levy or any attachment or similar process upon the Option or such
rights, the Option and such rights shall immediately become null and void.

         4. Payments on termination of Employment/Engagement.

            (a) Termination of Option - Upon the voluntary or involuntary
termination of your employment/engagement with the Corporation, its successor or
affiliate (including by reason of death or disability, your terminating your
employment/engagement or the Corporation's terminating your
employment/engagement, with or without cause) at a time when the Option has not
been fully

                                       13
exercised, the Option shall terminate and the Corporation shall pay to you (or
your personal representative) the amount set forth in subparagraph (b) of this
paragraph 4, except that if such termination shall occur within 30 days prior to
an Event and you (or your personal representative) exercise the Option and
comply with the requirements set forth in paragraph 3 hereof, this paragraph 4
shall not apply.

            (b) Termination Amount - The amount to be paid to you pursuant to
this subparagraph (b) (the "Termination Amount") shall be an amount equal to the
vested portion of your Accumulated Deferred Amount as of the Valuation Date.

         The "Valuation Date" shall mean the last day of the Corporation's
fiscal year immediately preceding the Corporation's fiscal year in which occurs
the termination of your employment/engagement.

            (c) Accountants' Determinations - The Corporation shall cause its
regular independent public accountants to deliver a report, as soon as
practicable after (but no later than the six months anniversary of) the
termination of your employment/engagement, setting forth the amount of the
vested portion of your Accumulated Deferred Amount as of the Valuation Date. The
determination of such accountants of such vested portion of your Accumulated
Deferred Amount (as required in subparagraph (b) of this paragraph 4) and the
report required by this subparagraph (c) shall be binding and conclusive on all

                                       14
parties to this Agreement. In the event that you or your personal representative
shall initiate legal action as to the accountants' determinations or report, the
amount stated in subparagraph (b)(i) of this paragraph 4 shall be reduced form
100% to 60% for purposes of determining the Termination Amount (if you or he are
not the prevailing party in such action), and you or your personal
representative, as the case may be, shall bear 100% of your or his legal fees
and all costs incurred by the Corporation in such action, including the
Corporation's legal fees, if you or he are not the prevailing party in such
action.

            (d) Payment Terms

                (i) Downpayment - Subject to subparagraph (d)(v) of this
paragraph 4, not later than 30 days after delivery of the accountants' report
referred to in the first sentence of subparagraph (c) of this paragraph 4
(except that if the Termination Amount is being paid after your death, not
earlier than 30 days after and not later than 60 days after the appointment of
your personal representative, if later than the delivery of such report), the
Corporation shall pay to you or your personal representative an amount (the
"Downpayment") equal to 25% of your Termination Amount, if positive, in cash or
by check. If the Termination Amount is paid after your death, your personal
representative shall deliver appropriate estate tax waivers, letters
testamentary and any other appropriate documents as may be reasonably requested
by the Corporation.

                                       15
(ii) Balance of Termination Amount - Subject to subparagraph
(d)(v) of this paragraph 4, the balance, if any, of your Termination Amount
shall be payable in 8 equal quarter- annual installments commencing on January
15 of the calendar year immediately following the calendar year in which the
Downpayment is made, together with interest on such unpaid principal balance,
payable quarterly, at the rate of 6.5% per annum but not less than the minimum
rate permitted without incurring imputed interest or original issue discount
under the Code. The obligation of the Corporation pursuant to this subparagraph
(ii) may be prepaid in whole or in part, at any time or from time to time,
without penalty or premium. Payment of the balance due pursuant to this
subparagraph (ii) may be accelerated by you or your personal representative in
the event there is a material default of payment of any installment of principal
or interest and the material default continues for a period of fifteen days
after written notice to the Corporation.

                (iii) Agreements with and Indebtedness to Affiliates - If, at
any time while this Agreement is in effect, there are one or more agreement(s)
between you and one or more of the Corporation's affiliates under the terms of
which such affiliate(s) have granted or will grant to you options to purchase
stock and/or rights to deferred profit-based payments ("Affiliate Agreement"),
in the case of a termination of your employment/engagement to which paragraph 4
of this Agreement or a provision similar to such paragraph of the Affiliate
Agreement

                                       16
applies, if the Termination Amount under this Agreement is positive and the
amount ("Affiliate Termination Amount") in the Affiliate Agreement which
corresponds to the Termination Amount is negative, or vice versa, the negative
amount shall be applied to reduce the positive amounts payable under
subparagraphs (d)(i) and (ii), in that order, of Paragraph 4 of this Agreement
(or the corresponding provisions of the Affiliate Agreement).

         In addition, if you have any indebtedness to the Corporation or any
affiliate which cannot be offset against the purchase price as determined under
the Affiliate Agreement, the Corporation (on behalf of the Affiliate
Corporation) may collect such amount from you by reducing the amounts payable
under subparagraph (d)(i) and (ii), in that order, of this Paragraph 4 (after
reductions, if any, made pursuant to the immediately preceding paragraph of this
subparagraph (iii).

                (iv) Reduction for your Indebtedness to Corporation - If at the
date on which the Downpayment is to be made, you owe any amount to the
Corporation ("Indebtedness"), the Corporation shall offset the amount of the
Indebtedness against the amount to be paid pursuant to subparagraph (d)(i) of
this paragraph 4. If the amount of the Indebtedness exceeds the amount payable
pursuant to that subparagraph, the balance of the Indebtedness shall be offset
next against any amounts to be paid pursuant to subparagraph (d)(ii) of this
paragraph 4. If there remains a balance after the foregoing offsets are made,
you shall

                                       17
pay such excess to the Corporation not later than thirty (30) days after the
delivery of the accountants' report referred to in the first sentence of
subparagraph (c) of this paragraph 4.

                (v) Corporation's Rights to Defer Payment - Notwithstanding
anything to the contrary provided in this paragraph 4, the Corporation shall
have the right:

                (A) Claims against the Corporation - To defer payment of a
portion (including all) of the amount due pursuant to subparagraph (d)(i) of
this paragraph 4, up to your pro rata share (based on your percentage (as
defined in subparagraph (b) of paragraph 1 hereof) of any actual or potential
claim against or actual or potential liability (including reasonable legal,
accounting and other relevant professional fees and costs) of the Corporation
which claim or liability the Corporation determines could exceed $100,000 and is
contingent, subject to dispute, or otherwise unresolved at the date of
termination of your employment/engagement (except for claims or liabilities
which are reflected in the determination of net operating profits or losses). If
your pro rata share of such claim or liability exceeds the amount payable
pursuant to subparagraph (d)(i) of this paragraph 4, the Corporation may also
defer further the payment of that portion (including all) or the amount payable
pursuant to subparagraph (d)(ii) of this paragraph 4 which it deems necessary to
provide funding for your pro rata share of such claim or liability. The
Corporation shall make payments of all amounts deferred hereunder (less the
amounts

                                       18
which the Corporation deems necessary to provide funding for your pro rata share
of such claim or liability, if its amount exceeds $100,000) at the latest of the
date(s) which it determines to be the date(s) of (A) resolution of the amount of
such claim or liability, (B) the reduction of such claim or liability to an
amount less than $100,000, or (C) the original due dates of the amounts
deferred. In addition, the Corporation shall pay interest on such amount, at the
rate of 6.5% per annum but not less than the minimum rate permitted without
incurring imputed interest or original issue discount under the Code, from the
original due date(s) of such amount(s) to the date(s) of payment.

                (B) Amount for Receivables - If the Corporation has a receivable
which has an outstanding balance (determined, for this purpose, without regard
to applicable commissions and liabilities) of $500,000 or more on the Valuation
Date, the Corporation shall have the right to defer the payment of that portion
of the balance payable pursuant to subparagraph (b)(ii) of this paragraph 4
which is equal to the product of such balance and a fraction the numerator of
which shall be the amount of such receivable on the Valuation Date and the
denominator of which shall be the Corporation's gross assets as of such
Valuation Date, as shown on the Corporation's balance sheet (prepared by its
regular independent public accountants in accordance with generally accepted
accounting principles consistently applied). The Corporation shall pay such
deferred amount, based on the rate of collection of such receivable,

                                       19
quarter-annually as such receivable is collected by the Corporation.

                (C) Termination Amounts Payable to You and Others - If payments
of Termination Amounts (including Downpayment(s)) shall at any time become due
pursuant to this paragraph 4 and corresponding provisions of Similar Agreements
with respect to your Option and those under Similar Agreements for Shares
constituting 10% or more of the sum of (I) the then outstanding number of
Shares, (II) the sum of Shares subject to options under then outstanding Similar
Agreements pursuant to which no Termination Amounts are then due, and (III) the
sum of the number of Shares subject to your Option and those under Similar
Agreements pursuant to which Termination Amounts are then due, the Corporation
shall have the right to defer the payments then due of your Termination Amount
and those payable under Similar Agreements as described in the succeeding
provisions of this subparagraph (d)(v)(C).

            The Corporation shall have the right to limit its aggregate payments
of your Termination Amount and those under Similar Agreements in any fiscal year
to an amount equal to 10% of the Corporation's "net operating profit or loss"
(as defined in subparagraph (a) of paragraph 1 hereof) for such fiscal year, if
positive. The Corporation shall have the right to limit the amounts so payable
to you in such calendar year (after giving effect to the foregoing provisions of
this subparagraph (d)) to

                                       20
the product of the Termination Amount otherwise payable to you in such calendar
year times a fraction the numerator of which shall be such Termination Amount
otherwise payable to you in such calendar year and the denominator of which
shall be the sum of such numerator and the Termination Amounts otherwise payable
to others under Similar Agreements in such calendar year. The Termination
Amounts in excess of such limit shall be added to the Termination Amounts
otherwise payable in the succeeding calendar year(s) with respect to which the
Corporation shall have the right to apply the provisions of this subparagraph
(d)(v)(C). The Corporation shall pay interest on such deferred amounts, at the
rate of 6.5% per annum but not less than the minimum rate permitted without
incurring imputed interest or original issue discount under the Code, from the
original due date(s) of such amount(s) to the date(s) of payment.

         5. NO RIGHTS TO CONTINUED EMPLOYMENT/ENGAGEMENT OR EQUITY
INTEREST -
NOTHING IN THIS AGREEMENT SHALL CONFER UPON YOU ANY RIGHT TO:

            (a) CONTINUE IN THE EMPLOY OF OR TO PROVIDE SERVICES TO THE
CORPORATION OR ANY OF ITS AFFILIATES OR INTERFERE IN ANY WAY WITH THE
RIGHT OF
THE CORPORATION OR ANY SUCH AFFILIATE TO TERMINATE YOUR
EMPLOYMENT/ENGAGEMENT AT
ANY TIME, IT BEING AGREED THAT YOUR EMPLOYMENT/ENGAGEMENT IS AT
WILL UNLESS
OTHERWISE PROVIDED IN A SEPARATE WRITTEN AGREEMENT.

                                       21
(b) PARTICIPATE IN OR BE ENTITLED TO ANY EQUITY OR OTHER INTEREST
IN
ANY AFFILIATE OF THE CORPORATION.

         6. Entire Understanding - This Agreement sets forth the entire
understanding with respect to the subject matter hereof, and no statement,
representation, warranty or covenant has been made by either party except as
expressly set forth herein.

         7. Amendments - This Agreement may be modified only by a writing signed
by you and the Corporation and duly authorized as to the Corporation by a
resolution of the Corporation's Board of Directors. This Agreement supersedes
and cancels all prior agreements between the parties, whether written or oral,
any stockholders agreements or any agreements in the nature of a "phantom" or
"shadow" stock deferred compensation agreement, in effect on the date hereof,
except for any agreement providing for your employment and compensation
therefor, between you and the Corporation.

         8. Governing Law - This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of New York.

         9. Nonassignability of this Agreement - This Agreement shall not be
assignable by you. All of the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of and be enforceable by your heirs and
personal

                                       22
representatives and the successors and assigns of the Corporation.

         10. Confidentiality - You agree that the fact that this Agreement has
been entered into and all of the provisions hereof are confidential information
of the Corporation. You agree that same will be kept confidential by you at all
times and will not be discussed or disclosed by you. You shall not make the
provisions of this Agreement available for any purpose whatsoever, except as may
be required by law, in which case, you shall notify the Corporation in advance
of any such disclosure required by law and shall identify the law compelling
such disclosure. You hereby agree to indemnity and hold the Corporation harmless
from any and all claims, damages and expenses arising, or relating to, any
breach of this provision. You also acknowledge that any breach, or threatened
breach, of this provision will result in irreparable and continuing damage to
the Corporation, for which there will be no adequate remedy at law. Therefore,
you agree that, in the event of any breach, or threatened breach, the
Corporation shall be entitled to injunctive relief, without showing or proving
any actual damage to have been sustained, in addition to all other rights which
it may have.

         11. Further Acts - You hereby agree that you shall, from time to time,
take any and all actions and execute, acknowledge, and deliver any and all
documents and instruments as

                                       23
the  Corporation  may  reasonably  request,  in order to more fully  perfect the
rights, duties and obligations of the parties as set forth in this Agreement.

         12. Headings - The headings used in this Agreement are for convenience
of reference only and in no way define, limit or describe the scope or intent of
this Agreement or of any provisions thereof, or in any way affect this
Agreement.

         13. Representation by Counsel - You acknowledge that prior to entering
into this Agreement you have obtained for yourself independent advice of legal
counsel, accountants, and tax advisors in connection with this Agreement, as you
have deemed appropriate.

         If the foregoing arrangement is in accordance with our previous
discussions and the provisions herein are agreeable to you, please indicate your
agreement and acceptance of the terms hereof by signing your name at the foot of
this letter where indicated and return the original executed copy of this letter
to the Corporation

                                         EDWARD S. GORDON COMPANY, INC.

                                         By
                                             --------------------------

ACCEPTED BY AND AGREED TO:

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

                                       24
Schedule A to Agreement, dated                                        , between
Edward S. Gordon Company, Inc. and

Date(s) of                          Number of         Original
Grant(s) of       Effective         shares to         Exercise Price
Option            Date(s)           Option            per share

                                                      $

                                    EDWARD S. GORDON COMPANY, INC.

                                    By
                                       ---------------------------

                                       25
EXHIBIT D
                                                                       ---------

                   [Albert B. Carson Company, Inc. Letterhead]
                                       or
                 [Albert B. Garson Company of New Jersey, Inc.]

                                                                          [Date]

[Name]
[Address]

Dear _________:

         Pursuant to Paragraph 7 of the amendment and restatement, effective
January 1, 1994, of the Option and Deferred Compensation Agreement between you
and [Edward S. Gordon Company Incorporated] [Edward S. Gordon Company of New
Jersey, Inc.] (the "Corporation"), (the "1994 Amendment"), the parties hereto
agree to amend the 1994 Amendment, effective as of May 1, 1996, as follows:

         1. Paragraph 3 of the 1994 Amendment is amended by adding the following
new subparagraph (j) to the end thereof:

         "(j) Notwithstanding anything herein to the contrary, in the
         case of the occurrence of an Event, all or a portion of the
         Options granted to you hereunder may, subject to the consent
         of the Board of

                                        1
[Name]
       , 1996
-------
Page [  ]

         Directors of the Corporation, be assumed or substituted by a
         corporation with whom the Corporation is merged or
         consolidated or which acquires all of the Corporation's
         shares of stock or all or substantially all of the assets of
         the Corporation (an "Acquiror") for an option to purchase
         shares of capital stock of such Acquiror or any subsidiary or
         parent of such Acquiror (each such assumed or substituted
         option shall be referred to as a "Substitute Option"). The
         terms, provisions and benefits of the Substitute Option shall
         be identical to the terms, provisions and benefits applicable
         to your Options on the date of substitution, except that (i)
         each Substitute Option shall provide for the purchase of
         shares of capital stock of such Acquiror (or any subsidiary
         or parent thereof) in lieu of the purchase of Stock, and (ii)
         the Exercise Period under subparagraph (b) of paragraph 3 of
         the 1994 Amendment for each Substitute Option shall be the
         5-year period following consummation of the first Event in
         lieu of 5 business days prior to the consummation of the
         first Event."

         2. The first sentence of the second subparagraph of

Paragraph 3(g) of the 1994 Amendment is amended to read as

follows:

         "If there is any other change in the Stock including recapitalization,
         reorganization, exchange of shares of Stock, offering of subscription
         rights, or a merger or consolidation in which the Corporation is the
         surviving corporation or any sale of all or substantially all of the
         assets of the Corporation, an adjustment shall be made in the shares of
         Stock then subject to the Option and/or the Exercise Price as and if
         the Board of Directors may deem, in its sole discretion, equitable."

         3. Paragraph 4(a) of the 1994 Amendment is amended by adding
the following language at the end thereof:

         "Notwithstanding the foregoing, following the assumption or
         substitution of an Option as provided in subparagraph (j) of
         paragraph 3 hereof, upon termination of your
         employment/engagement with the Corporation, its successor or

                                        2
[Name]
      , 1996
------
Page [  ]

         affiliate, as described above, at a time when the Substitute Option has
         not been fully exercised, the Substitute Option shall remain
         exercisable for a period of 15 days following such termination or the
         remaining term of the Substitute Option, if earlier. Solely within this
         exercise period, you may exercise all or any portion of your Substitute
         Option by giving notice to the Corporation of the number of shares of
         stock relating to the Substitute Option which you elect to purchase,
         accompanied by payment in full of the applicable Exercise Price for the
         number of shares for which the Substitute Option is being exercised.
         Shares purchased pursuant to the exercise of the Substitute Option
         shall be paid for at the time of exercise as follows:

              (i) in cash or by check, bank draft or money order payable to the
         order of the Corporation;

              (ii) if the shares are traded on a national securities exchange,
         through the delivery of irrevocable instructions to a broker to deliver
         promptly to the Corporation an amount equal to the aggregate applicable
         exercise price; or

              (iii) on such other terms and conditions as may be acceptable to
         the Corporation and in accordance with applicable law.

              Notwithstanding anything herein to the contrary, the Corporation
         shall not be obligated to make payment as described in subparagraph (b)
         of this paragraph 4 or to make any other cash payment of any nature
         whatsoever from the effective date of the assumption or substitution of
         an Option."

                                        3
[Name]
      , 1996
------
Page [  ]

         If the foregoing amendment to the 1994 Amendment is agreeable to you,
please indicate your agreement and acceptance of the terms hereof by signing
your name at the foot of this letter where indicated and return the original
executed copy of this letter to the Corporation.

                               [EDWARD S. GORDON COMPANY
                                 INCORPORATED]

                                                 OR

                               [EDWARD S, GORDON COMPANY OF
                                 NEW JERSEY, INC.]

                               By:
                                   -------------------------------

ACCEPTED AND AGREED TO:

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

                                        4

                                                                       Exhibit 5

                        Letterhead of Proskauer Rose LLP

                                                    October 1, 1999

Insignia Financial Group, Inc.
200 Park Avenue
New York, New York  10166

Dear Sirs:

         We are acting as counsel to Insignia Financial Group, Inc. (f/k/a
Insignia/ESG Holdings, Inc.), a Delaware corporation (the "Company"), in
connection with the Registration Statement on Form S-8 (the "Registration
Statement") filed by the Company under the Securities Act of 1933, as amended
(the "Act"), relating to the registration of 105,686 shares (the "Shares") of
common stock, par value $.01 per share, of the Company. The Shares are issuable
by the Company upon exercise of certain non-qualified stock options (the
"Options") assumed by the Company.

         We have examined originals or copies, certified or otherwise
authenticated to our satisfaction, of all such corporate records, documents,
agreements and instruments 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 terms of the Options, 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,

                                                    /s/  Proskauer Rose LLP

                              EX-23.1
                   CONSENTS OF EXPERTS AND COUNSEL

                                                                    Exhibit 23.1

                         CONSENT OF INDEPENDENT AUDITORS

         We consent to the incorporation by reference in the Registration
Statement (Form S-8) of Insignia Financial Group, Inc. (f/k/a Insignia/ESG
Holdings, Inc.) pertaining to Non-Qualified Stock Options of our report dated
March 5, 1999 with respect to the consolidated and combined financial statements
of Insignia Financial Group, Inc. included in the Annual Report (Form 10- K) for
the year ended December 31, 1998 filed with the Securities and Exchange
Commission.

                                                        /s/  ERNST & YOUNG LLP

Greenville, South Carolina
September 28, 1999

                              EX-23.2
                              CONSENTS OF EXPERTS AND COUNSEL

                                                                    EXHIBIT 23.2

                         CONSENT OF INDEPENDENT AUDITORS

                  We consent to the incorporation by reference into the
Registration Statement (Form S-8) of Insignia Financial Group, Inc. (f/k/a
Insignia/ESG Holdings, Inc.) pertaining to Non-Qualified Stock Options of our
report dated August 6, 1999 with respect to the financial statements of Douglas
Elliman Brokerage for the years ended December 31, 1998 and 1997.

                                                     /s/ ERNST & YOUNG LLP

New York, New York
September 28, 1999

                              EX-23.3
                              CONSENTS OF EXPERTS AND COUNSEL

                                                                    EXHIBIT 23.3

                CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS AND
                               REGISTERED AUDITORS

         We hereby consent to the incorporation by reference in the Prospectus
constituting a part of Insignia Financial Group, Inc.'s Registration Statement
on Form S-8, of our report dated 18 May, 1999 relating to the financial
statements of St. Quintin London Partnership Group and St. Quintin Manchester
Partnership, respectively, as of and for the year ended August 31, 1998.

/s/BDO Stoy Hayward
Chartered Accountants and Registered Auditors
London, United Kingdom
September 29, 1999

                              EX-24
                              POWER OF ATTORNEY

                                                                      Exhibit 24

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Andrew L. Farkas and Adam B. Gilbert, 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 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.

 /s/ Andrew L. Farkas                                /s/ Robert G. Koen
---------------------------                         ----------------------------
Andrew L. Farkas                                    Robert G. Koen

 /s/ Robin L. Farkas                                 /s/ Stephen B. Siegel
---------------------------                         ----------------------------
Robin L. Farkas                                     Stephen B. Siegel

 /s/ Robert J. Denison                               /s/ H. Strauss Zelnick
---------------------------                         ----------------------------
Robert J. Denison                                   H. Strauss Zelnick

 /s/ Andrew J.M. Huntley
---------------------------
Andrew J.M. Huntley