SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                         Date of Report: August 20, 1997
                        (Date of earliest event reported)



                            LAWYERS TITLE CORPORATION
             (Exact Name of Registrant as Specified in its Charter)



          Virginia                       0-13990               54-1589611
(State or Other Jurisdiction     (Commission File Number)     (IRS Employer
      of Incorporation)                                     Identification No.)

          6630 West Broad Street
           Richmond, Virginia                         23230
  (Address of Principal Executive Offices)           (Zip Code)



               Registrant's telephone number, including area code:
                                 (804) 281-6700







<PAGE>



Item 5.  Other Events.

         Acquisition  of   Commonwealth   Land  Title   Insurance   Company  and
Transnation  Title  Insurance  Company.   On  August  20,  1997,  Lawyers  Title
Corporation (the  "Company"),  Lawyers Title Insurance  Corporation,  a Virginia
corporation, Reliance Insurance Company, a Pennsylvania corporation ("RIC"), and
Reliance  Group  Holdings,  Inc., a Delaware  corporation,  entered into a Stock
Purchase  Agreement,  under which the Company  will  acquire from RIC all of the
issued and outstanding  shares of the capital stock of  Commonwealth  Land Title
Insurance  Company,  a  Pennsylvania  corporation,   and  of  Transnation  Title
Insurance Company, an Arizona corporation (the "Stock Purchase Agreement").

         The press  release  issued by the  Registrant  on  August  21,  1997 in
connection  with the  execution  of the Stock  Purchase  Agreement  and attached
hereto as Exhibit 99 is incorporated herein by reference.

          Amendment  to Rights Plan.  In October  1991,  the Company  issued one
preferred  share  purchase  right (a  "Right")  for each share of Common  Stock,
without par value (the "Common Shares"),  of the Company  outstanding on October
1, 1991. Each Right entitles the registered  holder to purchase from the Company
one one-hundredth of a share of Series A Junior  Participating  Preferred Stock,
without par value (the "Series A Preferred  Shares"),  of the Company at a price
of $85 per one  one-hundredth  of a  Series A  Preferred  Share  (the  "Purchase
Price"),  subject  to  adjustment.  The terms of the  Rights  are set forth in a
Rights  Agreement,  dated October 1, 1991,  between the Company and Sovran Bank,
N.A., as Rights Agent,  as amended by the Amendment to Rights  Agreement,  dated
June 22, 1992,  between the Company,  NationsBank,  N.A.  (formerly Sovran Bank,
N.A.) and Wachovia Bank of North Carolina,  N.A., as successor Rights Agent (the
"Rights  Agreement").  On August 20, 1997, the Company  amended and restated the
Rights Agreement in its entirety (the "Restated Rights Agreement").

          The Rights will be evidenced by Common  Share  certificates  until the
earlier to occur of (i) 10 days following a public announcement that a person or
group of affiliated or associated persons have acquired beneficial  ownership of
20% or more of the outstanding Common Shares (an "Acquiring  Person") or (ii) 10
business days (or such later date as may be determined by action of the Board of
Directors  prior to such time as any person or group of affiliated or associated
persons  becomes  an  Acquiring   Person)  following  the  commencement  of,  or
announcement  of an  intention  to make,  a tender  offer or exchange  offer the
consummation  of which would result in the  beneficial  ownership by a person or
group of 20% or more of the outstanding Common Shares (the earlier of such dates
being  called  the  "Distribution  Date").  As defined  in the  Restated  Rights
Agreement,  an Acquiring Person is not deemed to include RIC or any Affiliate of
RIC by virtue of the approval,  execution,  delivery or performance of the Stock
Purchase  Agreement or the Voting and  Standstill  Agreement  (as defined in the
Stock Purchase  Agreement),  or by the acquisition of Common Shares or shares of
the Company's 7% Series B Cumulative  Convertible  Preferred Stock,  without par
value  (the  "Series B  Preferred  Shares")  by RIC or any  Affiliate  of RIC as
provided in the Restated Rights Agreement.

         The Restated Rights  Agreement  provides that,  until the  Distribution
Date (or earlier  redemption or  expiration  of the Rights),  the Rights will be
transferable  with and only with the Common Shares.  Until the Distribution Date
(or  earlier  redemption  or  expiration  of  the  Rights),   new  Common  Share
certificates  issued  after  August 20, 1997 upon  transfer  or new  issuance of
Common Shares will contain a legend  incorporating by reference the terms of the
Restated  Rights  Agreement  (as  such  may  be  amended  from  time  to  time).
Notwithstanding the absence of the aforementioned  legend or the existence of an
earlier form of legend,  certificates evidencing Common Shares outstanding on or
prior  



                                       -2-
<PAGE>

to August 20, 1997 shall also evidence one Right for each Common Share evidenced
thereby. Until the Distribution Date (or earlier redemption or expiration of the
Rights),  the  surrender  for  transfer of any  certificates  for Common  Shares
outstanding  as of  August  20,  1997,  even  without  such  legend,  will  also
constitute  the  transfer  of the  Rights  associated  with  the  Common  Shares
represented  by  such  certificate.   As  soon  as  practicable   following  the
Distribution  Date,   separate   certificates   evidencing  the  Rights  ("Right
Certificates")  will be mailed to holders  of record of the Common  Shares as of
the  close  of  business  on the  Distribution  Date  and  such  separate  Right
Certificates alone will evidence the Rights.

         The Rights are not exercisable until the Distribution  Date. The Rights
will expire on August 20, 2007 (the "Final Expiration  Date"),  unless the Final
Expiration  Date is  extended  or unless  the  Rights are  earlier  redeemed  or
exchanged by the Company, in each case, as described below.

         The Purchase Price payable, and the number of Series A Preferred Shares
or other  securities  or  property  issuable,  upon  exercise  of the Rights are
subject to adjustment from time to time to prevent  dilution (i) in the event of
a stock dividend on, or a subdivision,  combination or reclassification  of, the
Series A  Preferred  Shares,  (ii) upon the  grant to  holders  of the  Series A
Preferred  Shares of certain  rights or  warrants to  subscribe  for or purchase
Series A Preferred  Shares at a price, or securities  convertible  into Series A
Preferred  Shares with a conversion  price,  less than the  then-current  market
price of the Series A Preferred Shares or (iii) upon the distribution to holders
of the  Series A  Preferred  Shares  of  evidences  of  indebtedness  or  assets
(excluding  regular  periodic  cash  dividends  paid out of earnings or retained
earnings or dividends  payable in Series A Preferred  Shares) or of subscription
rights or warrants (other than those referred to above).

         The number of outstanding  Rights and the number of one  one-hundredths
of a Series A  Preferred  Share  issuable  upon  exercise of each Right are also
subject to  adjustment  in the event of a stock split of the Common  Shares or a
stock  dividend on the Common Shares  payable in Common Shares or  subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.

         Series A Preferred Shares  purchasable upon exercise of the Rights will
not be redeemable.  Each Series A Preferred  Share will be entitled to a minimum
preferential  quarterly dividend payment of $1 per share but will be entitled to
an aggregate dividend equal to 100 times the dividend declared per Common Share.
In the event of liquidation,  the holders of the Series A Preferred  Shares will
be entitled to a minimum preferential  liquidation payment of $100 per share but
will be entitled to an aggregate payment equal to 100 times the payment made per
Common Share. Each Series A Preferred Share will have 100 votes, voting together
with the Common Shares.  Finally,  in the event of any merger,  consolidation or
other transaction in which Common Shares are exchanged,  each Series A Preferred
Share  will be  entitled  to  receive  an amount  equal to 100 times the  amount
received per Common Share. These rights are protected by customary  antidilution
provisions.

         Because  of the  nature of the  Series A  Preferred  Shares'  dividend,
liquidation and voting rights, the value of the one one-hundredth  interest in a
Series  A  Preferred  Share  purchasable  upon  exercise  of each  Right  should
approximate the value of one Common Share.

          In the  event  that the  Company  is  acquired  in a  merger  or other
business  combination  transaction or 50% or more of its consolidated  assets or
earning  power are sold after a person or group has become an Acquiring  Person,
proper  provision  shall be made so that each holder of a Right will  thereafter
have the  right  to  receive,  upon the  exercise  thereof  at the then  current
exercise  price of the  Right,  that  number of  shares  of common  stock of the
acquiring  company that at the time of such transaction will have a market value
of two times the exercise price of the Right.


                                       -3-
<PAGE>

         In the event  that any  person  or group of  affiliated  or  associated
persons becomes an Acquiring Person, proper provision shall be made so that each
holder of a Right, other than Rights  beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to receive, upon
the  exercise  thereof at the then  current  exercise  price of the Right,  that
number of Common Shares having a market value of two times the exercise price of
the Right.

         At any time  after any  person  or group of  affiliated  or  associated
persons becomes an Acquiring  Person and prior to the acquisition by such person
or group of 50% or more of the outstanding Common Shares, the Board of Directors
of the Company may exchange  the Rights  (other than Rights owned by such person
or group, that will have become void), in whole or in part, at an exchange ratio
of one Common Share, or one  one-hundredth  of a Series A Preferred  Share,  per
Right (subject to adjustment).

         With certain  exceptions,  no adjustment in the Purchase  Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
such  Purchase  Price.  No fractional  Series A Preferred  Shares will be issued
(other than  fractions  that are integral  multiples of one  one-hundredth  of a
Series A  Preferred  Share,  which  may,  at the  election  of the  Company,  be
evidenced by  depository  receipts),  and in lieu thereof an  adjustment in cash
will be made based on the market  price of the Series A Preferred  Shares on the
last trading day prior to the date of exercise.

         At any time  prior to the time  that any  person  or group  becomes  an
Acquiring Person, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the  "Redemption  Price").
The  redemption  of the Rights may be made  effective at such time on such basis
and with such  conditions as the Board of Directors in its sole  discretion  may
establish.  Immediately upon any redemption of the Rights, the right to exercise
the Rights will  terminate,  and the only right of the holders of Rights will be
to receive the Redemption Price.

         The terms of the Rights may be amended by the Board of Directors of the
Company  without the  consent of the holders of the Rights,  except that (i) the
Restated Rights Agreement  prohibits  certain  amendments that would make RIC or
any  Affiliate of RIC an  Acquiring  Person and (ii) from and after such time as
any person or group of  affiliated or  associated  persons  becomes an Acquiring
Person,  the Restated  Rights  Agreement  provides  that no such  amendment  may
adversely affect the interests of the holders of the Rights.

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.

         The Restated Rights  Agreement  (which includes as Exhibit A an amended
form of Right  Certificate) is attached hereto as an exhibit and is incorporated
herein by reference. The foregoing description of the rights is qualified in its
entirety by reference to the Restated Rights Agreement and such exhibit thereto.


                                       -4-
<PAGE>

Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.

       (c)   Exhibits.

             No.               Description

             4.1      Amended and Restated  Rights  Agreement,  dated as of
                      August 20,  1997,  between the  Company and  Wachovia
                      Bank,  N.A.,  as  Rights  Agent,  which  Amended  and
                      Restated Rights Agreement includes an amended Form of
                      Rights  Certificate.*

             99       Press Release, dated August 21, 1997, issued by the 
                      Company.*

-------------
*Filed Herewith





                                       -5-
<PAGE>






                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                     LAWYERS TITLE CORPORATION



Dated:  August 29, 1997              By: /s/ Charles H. Foster, Jr.
                                        ------------------------------------
                                        Charles H. Foster, Jr.
                                        Chairman and Chief Executive Officer








<PAGE>



                                INDEX TO EXHIBITS


No.                        Description

4.1         Amended and Restated Rights Agreement,  dated as of August 20,
            1997,  between  Lawyers Title  Corporation  and Wachovia Bank,
            N.A.,  as Rights  Agent,  which  Amended and  Restated  Rights
            Agreement  includes  an  amended  Form of Rights  Certificate.*
           

99          Press Release, dated August 21, 1997, issued by Lawyers Title 
            Corporation.*

-------------
*Filed Herewith
[{"type": "8-K", "sequence": "1", "description": "LAWYERS TITLE CORPORATION FORM 8-K", "secsgml_size_bytes": 15121}]
{"company-data": {"conformed-name": "LAWYERS TITLE CORP", "cik": "0000877355", "assigned-sic": "6361", "irs-number": "541589611", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-13990", "film-number": "97674394"}, "business-address": {"street1": "6630 W BROAD ST", "street2": "PO BOX 27567", "city": "RICHMOND", "state": "VA", "zip": "23230", "phone": "8042816700"}, "mail-address": {"street1": "6630 WEST BROAD ST", "street2": "PO BOX 27567", "city": "RICRICHMOND", "state": "VA", "zip": "23230"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                         Date of Report: August 20, 1997
                        (Date of earliest event reported)

                            LAWYERS TITLE CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

          Virginia                       0-13990               54-1589611
(State or Other Jurisdiction     (Commission File Number)     (IRS Employer
      of Incorporation)                                     Identification No.)

          6630 West Broad Street
           Richmond, Virginia                         23230
  (Address of Principal Executive Offices)           (Zip Code)

               Registrant's telephone number, including area code:
                                 (804) 281-6700
Item 5.  Other Events.

         Acquisition  of   Commonwealth   Land  Title   Insurance   Company  and
Transnation  Title  Insurance  Company.   On  August  20,  1997,  Lawyers  Title
Corporation (the  "Company"),  Lawyers Title Insurance  Corporation,  a Virginia
corporation, Reliance Insurance Company, a Pennsylvania corporation ("RIC"), and
Reliance  Group  Holdings,  Inc., a Delaware  corporation,  entered into a Stock
Purchase  Agreement,  under which the Company  will  acquire from RIC all of the
issued and outstanding  shares of the capital stock of  Commonwealth  Land Title
Insurance  Company,  a  Pennsylvania  corporation,   and  of  Transnation  Title
Insurance Company, an Arizona corporation (the "Stock Purchase Agreement").

         The press  release  issued by the  Registrant  on  August  21,  1997 in
connection  with the  execution  of the Stock  Purchase  Agreement  and attached
hereto as Exhibit 99 is incorporated herein by reference.

          Amendment  to Rights Plan.  In October  1991,  the Company  issued one
preferred  share  purchase  right (a  "Right")  for each share of Common  Stock,
without par value (the "Common Shares"),  of the Company  outstanding on October
1, 1991. Each Right entitles the registered  holder to purchase from the Company
one one-hundredth of a share of Series A Junior  Participating  Preferred Stock,
without par value (the "Series A Preferred  Shares"),  of the Company at a price
of $85 per one  one-hundredth  of a  Series A  Preferred  Share  (the  "Purchase
Price"),  subject  to  adjustment.  The terms of the  Rights  are set forth in a
Rights  Agreement,  dated October 1, 1991,  between the Company and Sovran Bank,
N.A., as Rights Agent,  as amended by the Amendment to Rights  Agreement,  dated
June 22, 1992,  between the Company,  NationsBank,  N.A.  (formerly Sovran Bank,
N.A.) and Wachovia Bank of North Carolina,  N.A., as successor Rights Agent (the
"Rights  Agreement").  On August 20, 1997, the Company  amended and restated the
Rights Agreement in its entirety (the "Restated Rights Agreement").

          The Rights will be evidenced by Common  Share  certificates  until the
earlier to occur of (i) 10 days following a public announcement that a person or
group of affiliated or associated persons have acquired beneficial  ownership of
20% or more of the outstanding Common Shares (an "Acquiring  Person") or (ii) 10
business days (or such later date as may be determined by action of the Board of
Directors  prior to such time as any person or group of affiliated or associated
persons  becomes  an  Acquiring   Person)  following  the  commencement  of,  or
announcement  of an  intention  to make,  a tender  offer or exchange  offer the
consummation  of which would result in the  beneficial  ownership by a person or
group of 20% or more of the outstanding Common Shares (the earlier of such dates
being  called  the  "Distribution  Date").  As defined  in the  Restated  Rights
Agreement,  an Acquiring Person is not deemed to include RIC or any Affiliate of
RIC by virtue of the approval,  execution,  delivery or performance of the Stock
Purchase  Agreement or the Voting and  Standstill  Agreement  (as defined in the
Stock Purchase  Agreement),  or by the acquisition of Common Shares or shares of
the Company's 7% Series B Cumulative  Convertible  Preferred Stock,  without par
value  (the  "Series B  Preferred  Shares")  by RIC or any  Affiliate  of RIC as
provided in the Restated Rights Agreement.

         The Restated Rights  Agreement  provides that,  until the  Distribution
Date (or earlier  redemption or  expiration  of the Rights),  the Rights will be
transferable  with and only with the Common Shares.  Until the Distribution Date
(or  earlier  redemption  or  expiration  of  the  Rights),   new  Common  Share
certificates  issued  after  August 20, 1997 upon  transfer  or new  issuance of
Common Shares will contain a legend  incorporating by reference the terms of the
Restated  Rights  Agreement  (as  such  may  be  amended  from  time  to  time).
Notwithstanding the absence of the aforementioned  legend or the existence of an
earlier form of legend,  certificates evidencing Common Shares outstanding on or
prior  

                                       -2-
to August 20, 1997 shall also evidence one Right for each Common Share evidenced
thereby. Until the Distribution Date (or earlier redemption or expiration of the
Rights),  the  surrender  for  transfer of any  certificates  for Common  Shares
outstanding  as of  August  20,  1997,  even  without  such  legend,  will  also
constitute  the  transfer  of the  Rights  associated  with  the  Common  Shares
represented  by  such  certificate.   As  soon  as  practicable   following  the
Distribution  Date,   separate   certificates   evidencing  the  Rights  ("Right
Certificates")  will be mailed to holders  of record of the Common  Shares as of
the  close  of  business  on the  Distribution  Date  and  such  separate  Right
Certificates alone will evidence the Rights.

         The Rights are not exercisable until the Distribution  Date. The Rights
will expire on August 20, 2007 (the "Final Expiration  Date"),  unless the Final
Expiration  Date is  extended  or unless  the  Rights are  earlier  redeemed  or
exchanged by the Company, in each case, as described below.

         The Purchase Price payable, and the number of Series A Preferred Shares
or other  securities  or  property  issuable,  upon  exercise  of the Rights are
subject to adjustment from time to time to prevent  dilution (i) in the event of
a stock dividend on, or a subdivision,  combination or reclassification  of, the
Series A  Preferred  Shares,  (ii) upon the  grant to  holders  of the  Series A
Preferred  Shares of certain  rights or  warrants to  subscribe  for or purchase
Series A Preferred  Shares at a price, or securities  convertible  into Series A
Preferred  Shares with a conversion  price,  less than the  then-current  market
price of the Series A Preferred Shares or (iii) upon the distribution to holders
of the  Series A  Preferred  Shares  of  evidences  of  indebtedness  or  assets
(excluding  regular  periodic  cash  dividends  paid out of earnings or retained
earnings or dividends  payable in Series A Preferred  Shares) or of subscription
rights or warrants (other than those referred to above).

         The number of outstanding  Rights and the number of one  one-hundredths
of a Series A  Preferred  Share  issuable  upon  exercise of each Right are also
subject to  adjustment  in the event of a stock split of the Common  Shares or a
stock  dividend on the Common Shares  payable in Common Shares or  subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.

         Series A Preferred Shares  purchasable upon exercise of the Rights will
not be redeemable.  Each Series A Preferred  Share will be entitled to a minimum
preferential  quarterly dividend payment of $1 per share but will be entitled to
an aggregate dividend equal to 100 times the dividend declared per Common Share.
In the event of liquidation,  the holders of the Series A Preferred  Shares will
be entitled to a minimum preferential  liquidation payment of $100 per share but
will be entitled to an aggregate payment equal to 100 times the payment made per
Common Share. Each Series A Preferred Share will have 100 votes, voting together
with the Common Shares.  Finally,  in the event of any merger,  consolidation or
other transaction in which Common Shares are exchanged,  each Series A Preferred
Share  will be  entitled  to  receive  an amount  equal to 100 times the  amount
received per Common Share. These rights are protected by customary  antidilution
provisions.

         Because  of the  nature of the  Series A  Preferred  Shares'  dividend,
liquidation and voting rights, the value of the one one-hundredth  interest in a
Series  A  Preferred  Share  purchasable  upon  exercise  of each  Right  should
approximate the value of one Common Share.

          In the  event  that the  Company  is  acquired  in a  merger  or other
business  combination  transaction or 50% or more of its consolidated  assets or
earning  power are sold after a person or group has become an Acquiring  Person,
proper  provision  shall be made so that each holder of a Right will  thereafter
have the  right  to  receive,  upon the  exercise  thereof  at the then  current
exercise  price of the  Right,  that  number of  shares  of common  stock of the
acquiring  company that at the time of such transaction will have a market value
of two times the exercise price of the Right.

                                       -3-
In the event  that any  person  or group of  affiliated  or  associated
persons becomes an Acquiring Person, proper provision shall be made so that each
holder of a Right, other than Rights  beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to receive, upon
the  exercise  thereof at the then  current  exercise  price of the Right,  that
number of Common Shares having a market value of two times the exercise price of
the Right.

         At any time  after any  person  or group of  affiliated  or  associated
persons becomes an Acquiring  Person and prior to the acquisition by such person
or group of 50% or more of the outstanding Common Shares, the Board of Directors
of the Company may exchange  the Rights  (other than Rights owned by such person
or group, that will have become void), in whole or in part, at an exchange ratio
of one Common Share, or one  one-hundredth  of a Series A Preferred  Share,  per
Right (subject to adjustment).

         With certain  exceptions,  no adjustment in the Purchase  Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
such  Purchase  Price.  No fractional  Series A Preferred  Shares will be issued
(other than  fractions  that are integral  multiples of one  one-hundredth  of a
Series A  Preferred  Share,  which  may,  at the  election  of the  Company,  be
evidenced by  depository  receipts),  and in lieu thereof an  adjustment in cash
will be made based on the market  price of the Series A Preferred  Shares on the
last trading day prior to the date of exercise.

         At any time  prior to the time  that any  person  or group  becomes  an
Acquiring Person, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the  "Redemption  Price").
The  redemption  of the Rights may be made  effective at such time on such basis
and with such  conditions as the Board of Directors in its sole  discretion  may
establish.  Immediately upon any redemption of the Rights, the right to exercise
the Rights will  terminate,  and the only right of the holders of Rights will be
to receive the Redemption Price.

         The terms of the Rights may be amended by the Board of Directors of the
Company  without the  consent of the holders of the Rights,  except that (i) the
Restated Rights Agreement  prohibits  certain  amendments that would make RIC or
any  Affiliate of RIC an  Acquiring  Person and (ii) from and after such time as
any person or group of  affiliated or  associated  persons  becomes an Acquiring
Person,  the Restated  Rights  Agreement  provides  that no such  amendment  may
adversely affect the interests of the holders of the Rights.

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.

         The Restated Rights  Agreement  (which includes as Exhibit A an amended
form of Right  Certificate) is attached hereto as an exhibit and is incorporated
herein by reference. The foregoing description of the rights is qualified in its
entirety by reference to the Restated Rights Agreement and such exhibit thereto.

                                       -4-
Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.

       (c)   Exhibits.

             No.               Description

             4.1      Amended and Restated  Rights  Agreement,  dated as of
                      August 20,  1997,  between the  Company and  Wachovia
                      Bank,  N.A.,  as  Rights  Agent,  which  Amended  and
                      Restated Rights Agreement includes an amended Form of
                      Rights  Certificate.*

             99       Press Release, dated August 21, 1997, issued by the 
                      Company.*

-------------
*Filed Herewith

                                       -5-
SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                     LAWYERS TITLE CORPORATION

Dated:  August 29, 1997              By: /s/ Charles H. Foster, Jr.
                                        ------------------------------------
                                        Charles H. Foster, Jr.
                                        Chairman and Chief Executive Officer
INDEX TO EXHIBITS

No.                        Description

4.1         Amended and Restated Rights Agreement,  dated as of August 20,
            1997,  between  Lawyers Title  Corporation  and Wachovia Bank,
            N.A.,  as Rights  Agent,  which  Amended and  Restated  Rights
            Agreement  includes  an  amended  Form of Rights  Certificate.*
           

99          Press Release, dated August 21, 1997, issued by Lawyers Title 
            Corporation.*

-------------
*Filed Herewith