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




                       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: December 11, 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.  As previously reported in a Current Report
on Form 8-K, filed with the  Securities and Exchange  Commission on September 2,
1997,  Lawyers  Title  Corporation  (the  "Company"),  Lawyers  Title  Insurance
Corporation,  a Virginia  corporation  ("LTIC"),  Reliance  Insurance Company, a
Pennsylvania  corporation ("RIC"), and Reliance Group Holdings, Inc., a Delaware
corporation ("Reliance"),  entered into a Stock Purchase Agreement,  dated as of
August 20, 1997 (the "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 "Acquisition").
On December 11, 1997, the parties to the Stock Purchase  Agreement  entered into
an Amended and Restated  Stock  Purchase  Agreement  (the  "Amended and Restated
Stock Purchase Agreement").

         The Amended and Restated Stock Purchase Agreement reduced the number of
shares of the Company's common stock,  without par value ("Common Stock"),  that
RIC would receive upon  consummation  of the  Acquisition  (the  "Closing")  and
increased the number of shares to be offered and sold by the Company in a public
or private  offering  on or before  Closing in order to  increase  the number of
shares of Common  Stock to be held by the public and to  increase  the amount of
cash to be paid to RIC at Closing.  Specifically,  the parties amended the Stock
Purchase  Agreement  to (i)  decrease  the  number of  shares  of  Common  Stock
deliverable  to RIC at the Closing  from  4,473,684 to 4,039,473 (a reduction of
434,211  shares);  (ii)  increase  the  number of  shares of Common  Stock to be
offered and sold in a public or private  offering  from  1,315,789  to 1,750,000
shares of Common Stock (an increase of 434,211  shares);  (iii) provide that the
public or private offering of 1,750,000 shares of Common Stock must be completed
on or before the Closing; (iv) eliminate the Company's option of Closing through
the delivery of an unsecured  subordinated note rather than through the delivery
of the net  proceeds of a public or private  offering of shares of Common  Stock
(an option  that had been  available  to the  Company  under the Stock  Purchase
Agreement);  and (v) delete the provision  relating to the deferred  delivery of
575,000  shares  of  Common  Stock  to RIC in the  event  that the  Company  had
delivered  the  subordinated  note at  Closing.  Certain  other  conforming  and
technical changes also were made.

         Amendment to Rights Plan. In  connection  with the Amended and Restated
Stock  Purchase  Agreement,   the  Company  amended  the  Rights  Agreement  (as
hereinafter defined) on December 11, 1997.

         Each  outstanding   share  of  Common  Stock  (a  "Common  Share")  has
associated  with it one preferred  share purchase right (a "Right").  Each Right
entitles the registered holder to purchase from the Company one one-hundredth of
a share of the Company's Series A Junior Participating  Preferred Stock, without
par  value  (the  "Series  A  Preferred  Shares"),  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  were  originally  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 terms of
the Rights are currently set forth in an Amended and Restated Rights  Agreement,
dated August 20, 1997 (the "Amended and Restated Rights Agreement"), between the
Company and Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina, N.A.)
as Rights  Agent  ("Wachovia"),  as amended by a First  Amendment to Amended and
Restated  Rights  Agreement,  dated  December 11,


                                      -2-
<PAGE>

1997, between the Company and Wachovia (the "First Amendment" and, together with
the Amended and Restated Rights Agreement, the "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 Rights Agreement,  an
Acquiring  Person is not deemed to include RIC or any Affiliate of RIC by virtue
of (i) the approval,  execution,  delivery or  performance of the Stock Purchase
Agreement  or the  Voting  and  Standstill  Agreement  (as  defined in the Stock
Purchase Agreement),  (ii) the approval,  execution,  delivery or performance of
the Amended and Restated Stock  Purchase  Agreement or the Voting and Standstill
Agreement (as defined in the Amended and Restated Stock Purchase Agreement),  or
(iii) 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 Rights
Agreement.

         The 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 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 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).



                                      -3-
<PAGE>

         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.

         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


                                      -4-
<PAGE>

$.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
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 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  foregoing  summary of certain  terms of the Rights is qualified in
its entirety by reference to the Amended and Restated Rights  Agreement,  a copy
of which has been filed with the Commission,  and the First Amendment,  which is
attached hereto as an exhibit and is incorporated herein by reference.


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

      (c)   Exhibits.

            No.               Description

            4.1    First  Amendment  to Amended and  Restated  Right  Agreement,
                   dated as of  December  11,  1997,  between  the  Company  and
                   Wachovia Bank, N.A., as Rights Agent.*

-------------
*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:  December 23, 1997                   By: /s/ G. William Evans
                                                ---------------------
                                                G. William Evans
                                                Vice President and Treasurer






<PAGE>

                                INDEX TO EXHIBITS


No.                Description

4.1         First Amendment to Amended and Restated Right Agreement, dated as of
            December 11, 1997,  between the Company and Wachovia Bank,  N.A., as
            Rights Agent.*


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

                       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: December 11, 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.  As previously reported in a Current Report
on Form 8-K, filed with the  Securities and Exchange  Commission on September 2,
1997,  Lawyers  Title  Corporation  (the  "Company"),  Lawyers  Title  Insurance
Corporation,  a Virginia  corporation  ("LTIC"),  Reliance  Insurance Company, a
Pennsylvania  corporation ("RIC"), and Reliance Group Holdings, Inc., a Delaware
corporation ("Reliance"),  entered into a Stock Purchase Agreement,  dated as of
August 20, 1997 (the "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 "Acquisition").
On December 11, 1997, the parties to the Stock Purchase  Agreement  entered into
an Amended and Restated  Stock  Purchase  Agreement  (the  "Amended and Restated
Stock Purchase Agreement").

         The Amended and Restated Stock Purchase Agreement reduced the number of
shares of the Company's common stock,  without par value ("Common Stock"),  that
RIC would receive upon  consummation  of the  Acquisition  (the  "Closing")  and
increased the number of shares to be offered and sold by the Company in a public
or private  offering  on or before  Closing in order to  increase  the number of
shares of Common  Stock to be held by the public and to  increase  the amount of
cash to be paid to RIC at Closing.  Specifically,  the parties amended the Stock
Purchase  Agreement  to (i)  decrease  the  number of  shares  of  Common  Stock
deliverable  to RIC at the Closing  from  4,473,684 to 4,039,473 (a reduction of
434,211  shares);  (ii)  increase  the  number of  shares of Common  Stock to be
offered and sold in a public or private  offering  from  1,315,789  to 1,750,000
shares of Common Stock (an increase of 434,211  shares);  (iii) provide that the
public or private offering of 1,750,000 shares of Common Stock must be completed
on or before the Closing; (iv) eliminate the Company's option of Closing through
the delivery of an unsecured  subordinated note rather than through the delivery
of the net  proceeds of a public or private  offering of shares of Common  Stock
(an option  that had been  available  to the  Company  under the Stock  Purchase
Agreement);  and (v) delete the provision  relating to the deferred  delivery of
575,000  shares  of  Common  Stock  to RIC in the  event  that the  Company  had
delivered  the  subordinated  note at  Closing.  Certain  other  conforming  and
technical changes also were made.

         Amendment to Rights Plan. In  connection  with the Amended and Restated
Stock  Purchase  Agreement,   the  Company  amended  the  Rights  Agreement  (as
hereinafter defined) on December 11, 1997.

         Each  outstanding   share  of  Common  Stock  (a  "Common  Share")  has
associated  with it one preferred  share purchase right (a "Right").  Each Right
entitles the registered holder to purchase from the Company one one-hundredth of
a share of the Company's Series A Junior Participating  Preferred Stock, without
par  value  (the  "Series  A  Preferred  Shares"),  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  were  originally  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 terms of
the Rights are currently set forth in an Amended and Restated Rights  Agreement,
dated August 20, 1997 (the "Amended and Restated Rights Agreement"), between the
Company and Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina, N.A.)
as Rights  Agent  ("Wachovia"),  as amended by a First  Amendment to Amended and
Restated  Rights  Agreement,  dated  December 11,

                                      -2-
1997, between the Company and Wachovia (the "First Amendment" and, together with
the Amended and Restated Rights Agreement, the "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 Rights Agreement,  an
Acquiring  Person is not deemed to include RIC or any Affiliate of RIC by virtue
of (i) the approval,  execution,  delivery or  performance of the Stock Purchase
Agreement  or the  Voting  and  Standstill  Agreement  (as  defined in the Stock
Purchase Agreement),  (ii) the approval,  execution,  delivery or performance of
the Amended and Restated Stock  Purchase  Agreement or the Voting and Standstill
Agreement (as defined in the Amended and Restated Stock Purchase Agreement),  or
(iii) 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 Rights
Agreement.

         The 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 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 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).

                                      -3-
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.

         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

                                      -4-
$.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
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 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  foregoing  summary of certain  terms of the Rights is qualified in
its entirety by reference to the Amended and Restated Rights  Agreement,  a copy
of which has been filed with the Commission,  and the First Amendment,  which is
attached hereto as an exhibit and is incorporated herein by reference.

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

      (c)   Exhibits.

            No.               Description

            4.1    First  Amendment  to Amended and  Restated  Right  Agreement,
                   dated as of  December  11,  1997,  between  the  Company  and
                   Wachovia Bank, N.A., as Rights Agent.*

-------------
*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:  December 23, 1997                   By: /s/ G. William Evans
                                                ---------------------
                                                G. William Evans
                                                Vice President and Treasurer
INDEX TO EXHIBITS

No.                Description

4.1         First Amendment to Amended and Restated Right Agreement, dated as of
            December 11, 1997,  between the Company and Wachovia Bank,  N.A., as
            Rights Agent.*

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