================================================================================


                       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: February 22, 2001
                        (Date of earliest event reported)



                        LANDAMERICA FINANCIAL GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)



          Virginia                       1-13990                  54-1589611
(State or Other Jurisdiction     (Commission File Number)       (IRS Employer
      of Incorporation)                                      Identification No.)


           101 Gateway Centre Parkway
               Richmond, Virginia                     23235-5153
    (Address of Principal Executive Offices)          (Zip Code)


               Registrant's telephone number, including area code:
                                 (804) 267-8000


================================================================================

<PAGE>

Item 5.      Other Events.

         On February 22, 2001,  Reliance Insurance Company, a shareholder of the
Registrant ("Reliance"),  sold 7,707,856 shares of the Registrant's common stock
("Common Stock") pursuant to an underwritten offering (the "Offering"). Reliance
had originally acquired  beneficial  ownership of the shares when the Registrant
acquired  all of the  outstanding  capital  stock  of  Commonwealth  Land  Title
Insurance  Company and  Transnation  Title  Insurance  Company from  Reliance on
February 27, 1998 (the "Acquisition").  In connection with the Acquisition,  the
Registrant  issued to Reliance  4,039,473  shares of Common Stock and  2,200,000
shares of its 7% Series B  Cumulative  Convertible  Preferred  Stock  ("Series B
Preferred  Stock") that were  initially  convertible  into  4,824,561  shares of
Common Stock. The shares sold in the Offering  consisted of the 4,039,473 shares
of Common Stock issued in the Acquisition  and 3,668,383  shares of Common Stock
acquired  upon the  conversion  of a portion of the shares of Series B Preferred
Stock held by Reliance.

         Following the sale of shares in the Offering,  Reliance owned no shares
of Common Stock and 527,217 shares of Series B Preferred Stock.  These shares of
Series B Preferred Stock are convertible  into 1,156,177 shares of Common Stock,
which would represent approximately 6.3% of the issued and outstanding shares of
Common Stock on a fully diluted basis.

         A  voting  and   standstill   agreement  (the  "Voting  and  Standstill
Agreement")  entered  into by the  Registrant,  Reliance and  Reliance's  parent
company,  Reliance  Group  Holdings,  Inc.,  on February  27, 1998 had  provided
Reliance  and  its  affiliates   with  certain  rights  and  contained   certain
restrictions  and  limitations  on the actions of Reliance and its affiliates as
shareholders  of the  Registrant.  Under the  Voting and  Standstill  Agreement,
Reliance  was  able to  designate  up to three  directors  to be  nominated  and
recommended for election to the  Registrant's  Board of Directors.  In addition,
the  Voting  and  Standstill   Agreement   contained  certain   limitations  and
requirements  on  Reliance  and its  affiliates  with  respect to (i)  acquiring
additional shares of Common Stock or Series B Preferred Stock, (ii) voting their
shares of Common Stock,  (iii) selling or  transferring  shares of Common Stock,
shares of Series B  Preferred  Stock and shares of Common  Stock  issuable  upon
conversion of the Series B Preferred Stock, and (iv) converting shares of Series
B Preferred Stock.

         As a result of  Reliance's  sale of shares,  the Voting and  Standstill
Agreement terminated,  and Reliance and its affiliates are no longer entitled to
any of the rights  provided  to it under the Voting  and  Standstill  Agreement,
including the right to nominate up to three members to the Registrant's Board of
Directors.  As required by the Voting and Standstill Agreement,  George E. Bello
and Howard E.  Steinberg,  who serve as directors  designated  by Reliance,  are
expected  to resign  from the  Board of  Directors  within  five  business  days
following the Offering.  Lowell C. Freiberg,  the third  director  designated by
Reliance under the Voting and Standstill  Agreement,  had previously resigned in
January 2001. Furthermore,  Reliance and its affiliates are no longer subject to
the limitations and requirements of the Voting and Standstill Agreement.

         The provisions of the Series B Preferred  Stock contain  covenants that
had  previously   entitled  Reliance  to  certain  rights  in  specific  default
situations.  Upon the  occurrence of certain  events,  Reliance  would have been
entitled  to  additional  seats  on the  Registrant's  Board of


<PAGE>

Directors,  and Reliance and its affiliates would have no longer been subject to
certain  restrictions  under the Voting and  Standstill  Agreement.  Such events
included (i) the  Registrant's  combined ratio exceeding the weighted average of
the combined ratios of certain comparable title insurance companies by more than
five  percentage  points  for any  12-month  period and the  downgrading  of the
Registrant's  claims-paying ability rating by two ratings agencies to or below a
rating of "BBB-";  (ii) the failure of the  Registrant  to pay a dividend on the
Series B  Preferred  Stock on one  occasion,  on two  occasions,  whether or not
consecutive,  and on three occasions,  whether or not consecutive, and (iii) the
Registrant's  default on any of its material debt obligations in excess of $15.0
million  (individually or at any one time in the aggregate).  As a result of the
sale of  shares  in the  Offering,  Reliance  is no  longer  entitled  to  these
extraordinary remedies under the provisions of the Series B Preferred Stock.

         Immediately  following the sale of shares by Reliance,  the  Registrant
had 17,202,812 shares of Common Stock issued and outstanding.



<PAGE>

                                   SIGNATURES

         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.


                                   LANDAMERICA FINANCIAL GROUP, INC.
                                   (Registrant)



Date:  February 23, 2001           By: /s/ Russell W. Jordan, III
                                       -----------------------------------------
                                       Russell W. Jordan, III
                                       Senior Vice President and General Counsel
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{"company-data": {"conformed-name": "LANDAMERICA FINANCIAL GROUP INC", "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": "1553730"}, "business-address": {"street1": "101 GATEWAY CTR PKWAY", "street2": "GATEWAY ONE", "city": "RICHMOND", "state": "VA", "zip": "23235", "phone": "8042678000"}, "mail-address": {"street1": "PO BOX 27567", "street2": "PO BOX 27567", "city": "RICHMOND", "state": "VA", "zip": "23261"}, "former-company": {"former-conformed-name": "LAWYERS TITLE CORP", "date-changed": "19930328"}}
================================================================================

                       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: February 22, 2001
                        (Date of earliest event reported)

                        LANDAMERICA FINANCIAL GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)

          Virginia                       1-13990                  54-1589611
(State or Other Jurisdiction     (Commission File Number)       (IRS Employer
      of Incorporation)                                      Identification No.)

           101 Gateway Centre Parkway
               Richmond, Virginia                     23235-5153
    (Address of Principal Executive Offices)          (Zip Code)

               Registrant's telephone number, including area code:
                                 (804) 267-8000

================================================================================
Item 5.      Other Events.

         On February 22, 2001,  Reliance Insurance Company, a shareholder of the
Registrant ("Reliance"),  sold 7,707,856 shares of the Registrant's common stock
("Common Stock") pursuant to an underwritten offering (the "Offering"). Reliance
had originally acquired  beneficial  ownership of the shares when the Registrant
acquired  all of the  outstanding  capital  stock  of  Commonwealth  Land  Title
Insurance  Company and  Transnation  Title  Insurance  Company from  Reliance on
February 27, 1998 (the "Acquisition").  In connection with the Acquisition,  the
Registrant  issued to Reliance  4,039,473  shares of Common Stock and  2,200,000
shares of its 7% Series B  Cumulative  Convertible  Preferred  Stock  ("Series B
Preferred  Stock") that were  initially  convertible  into  4,824,561  shares of
Common Stock. The shares sold in the Offering  consisted of the 4,039,473 shares
of Common Stock issued in the Acquisition  and 3,668,383  shares of Common Stock
acquired  upon the  conversion  of a portion of the shares of Series B Preferred
Stock held by Reliance.

         Following the sale of shares in the Offering,  Reliance owned no shares
of Common Stock and 527,217 shares of Series B Preferred Stock.  These shares of
Series B Preferred Stock are convertible  into 1,156,177 shares of Common Stock,
which would represent approximately 6.3% of the issued and outstanding shares of
Common Stock on a fully diluted basis.

         A  voting  and   standstill   agreement  (the  "Voting  and  Standstill
Agreement")  entered  into by the  Registrant,  Reliance and  Reliance's  parent
company,  Reliance  Group  Holdings,  Inc.,  on February  27, 1998 had  provided
Reliance  and  its  affiliates   with  certain  rights  and  contained   certain
restrictions  and  limitations  on the actions of Reliance and its affiliates as
shareholders  of the  Registrant.  Under the  Voting and  Standstill  Agreement,
Reliance  was  able to  designate  up to three  directors  to be  nominated  and
recommended for election to the  Registrant's  Board of Directors.  In addition,
the  Voting  and  Standstill   Agreement   contained  certain   limitations  and
requirements  on  Reliance  and its  affiliates  with  respect to (i)  acquiring
additional shares of Common Stock or Series B Preferred Stock, (ii) voting their
shares of Common Stock,  (iii) selling or  transferring  shares of Common Stock,
shares of Series B  Preferred  Stock and shares of Common  Stock  issuable  upon
conversion of the Series B Preferred Stock, and (iv) converting shares of Series
B Preferred Stock.

         As a result of  Reliance's  sale of shares,  the Voting and  Standstill
Agreement terminated,  and Reliance and its affiliates are no longer entitled to
any of the rights  provided  to it under the Voting  and  Standstill  Agreement,
including the right to nominate up to three members to the Registrant's Board of
Directors.  As required by the Voting and Standstill Agreement,  George E. Bello
and Howard E.  Steinberg,  who serve as directors  designated  by Reliance,  are
expected  to resign  from the  Board of  Directors  within  five  business  days
following the Offering.  Lowell C. Freiberg,  the third  director  designated by
Reliance under the Voting and Standstill  Agreement,  had previously resigned in
January 2001. Furthermore,  Reliance and its affiliates are no longer subject to
the limitations and requirements of the Voting and Standstill Agreement.

         The provisions of the Series B Preferred  Stock contain  covenants that
had  previously   entitled  Reliance  to  certain  rights  in  specific  default
situations.  Upon the  occurrence of certain  events,  Reliance  would have been
entitled  to  additional  seats  on the  Registrant's  Board of
Directors,  and Reliance and its affiliates would have no longer been subject to
certain  restrictions  under the Voting and  Standstill  Agreement.  Such events
included (i) the  Registrant's  combined ratio exceeding the weighted average of
the combined ratios of certain comparable title insurance companies by more than
five  percentage  points  for any  12-month  period and the  downgrading  of the
Registrant's  claims-paying ability rating by two ratings agencies to or below a
rating of "BBB-";  (ii) the failure of the  Registrant  to pay a dividend on the
Series B  Preferred  Stock on one  occasion,  on two  occasions,  whether or not
consecutive,  and on three occasions,  whether or not consecutive, and (iii) the
Registrant's  default on any of its material debt obligations in excess of $15.0
million  (individually or at any one time in the aggregate).  As a result of the
sale of  shares  in the  Offering,  Reliance  is no  longer  entitled  to  these
extraordinary remedies under the provisions of the Series B Preferred Stock.

         Immediately  following the sale of shares by Reliance,  the  Registrant
had 17,202,812 shares of Common Stock issued and outstanding.
SIGNATURES

         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.

                                   LANDAMERICA FINANCIAL GROUP, INC.
                                   (Registrant)

Date:  February 23, 2001           By: /s/ Russell W. Jordan, III
                                       -----------------------------------------
                                       Russell W. Jordan, III
                                       Senior Vice President and General Counsel