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

                       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: January 23, 2001
                        (Date of earliest event reported)



                        HILB, ROGAL AND HAMILTON COMPANY
             (Exact Name of Registrant as Specified in its Charter)



          Virginia                       0-15981                  54-1194795
(State or Other Jurisdiction     (Commission File Number)       (IRS Employer
      of Incorporation)                                      Identification No.)


              4235 Innslake Drive
              Glen Allen, Virginia                       23060-1220
    (Address of Principal Executive Offices)             (Zip Code)


               Registrant's telephone number, including area code:
                                 (804) 747-6500


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


<PAGE>

Item 5.      Other Events.

         The following is a description of the capital stock of Hilb,  Rogal and
Hamilton Company (the "Company").  This description is qualified in its entirety
by reference to applicable provisions of Virginia law and the Company's Articles
of Incorporation and Amended and Restated Bylaws, the complete text of which are
on file with the Commission and incorporated herein by reference.

Common Stock

         The Company has  authorized  capital  stock  consisting  of  50,000,000
shares of Common Stock,  no par value.  The holder of each share of Common Stock
is entitled to one vote per share.  Each share of Common  Stock  shares  ratably
with respect to dividends and upon  liquidation.  The shares of Common Stock are
not  redeemable,  have no  conversion  rights and carry no  preemptive  or other
rights to  subscribe  to  additional  shares of  Common  Stock or to  securities
convertible into Common Stock.

         The Common Stock does not have  cumulative  voting rights,  which means
that the  holders of a majority  of the shares  voting for the  election  of the
class of  directors  subject to  election  at that  meeting can elect all of the
directors  comprising  that class,  and in such event  holders of the  remaining
minority  of shares so voting will not be able to elect any member of that class
of the Board of Directors.

Certain Provisions of the Company's Charter and Bylaws

         The  Company's  Articles  of  Incorporation  provide  that the Board of
Directors is divided into three classes having staggered three year terms.  This
provision could have the effect of making it more difficult for a third party to
acquire  control of the Board of Directors or of discouraging a third party from
attempting to acquire a majority of the outstanding voting stock of the Company.

Affiliated Transactions

         The  Virginia  Stock  Corporation  Act  contains  provisions  governing
"Affiliated  Transactions."  Affiliated Transactions include certain mergers and
share exchanges,  material  dispositions of corporate assets not in the ordinary
course of business,  any dissolution of the corporation proposed by or on behalf
of an Interested Shareholder (as defined below), or reclassifications, including
reverse stock splits,  recapitalizations  or mergers of the corporation with its
subsidiaries which have the effect of increasing the percentage of voting shares
beneficially owned by an Interested Shareholder by more than 5%. For purposes of
the Act, an "Interested  Shareholder" is defined as any beneficial owner of more
than 10% of any class of the voting securities of a Virginia corporation.

         Subject to certain exceptions discussed below, the provisions governing
Affiliated  Transactions  require that, for three years  following the date upon
which any shareholder becomes an Interested Shareholder,  a Virginia corporation
cannot  engage in an Affiliated  Transaction  with such  Interested  Shareholder
unless  approved by the  affirmative  vote of the holders of  two-thirds  of the
voting shares of the corporation,  other than the shares  beneficially  owned by
the  Interested  Shareholder,  and by a majority  (but not less than two) of the



                                      -2-
<PAGE>

"Disinterested  Directors." A Disinterested  Director  means,  with respect to a
particular  Interested  Shareholder,  a  member  of  a  corporation's  board  of
directors  who (i) was a member before the later of January 1, 1988 and the date
on which an Interested Shareholder became an Interested Shareholder and (ii) was
recommended  for  election by, or was elected to fill a vacancy and received the
affirmative  vote of, a  majority  of the  Disinterested  Directors  then on the
board.  At the expiration of the three-year  period,  these  provisions  require
approval of Affiliated  Transactions by the  affirmative  vote of the holders of
two-thirds  of  the  voting  shares  of  the   corporation,   other  than  those
beneficially owned by the Interested Shareholder.

         The principal  exceptions to the special  voting  requirement  apply to
Affiliated  Transactions  occurring after the three-year  period has expired and
require  either  that  the   transaction  be  approved  by  a  majority  of  the
Disinterested  Directors  or that the  transaction  satisfy  certain  fair price
requirements of the statute.  In general,  the fair price  requirements  provide
that the shareholders  must receive the highest per share price for their shares
as was paid by the  Interested  Shareholder  for his  shares or the fair  market
value of their shares,  whichever is higher.  They also require that, during the
three years preceding the announcement of the proposed  Affiliated  Transaction,
all required  dividends have been paid and no special  financial  accommodations
have been accorded the Interested  Shareholder  unless approved by a majority of
the Disinterested Directors.

         None of the  foregoing  limitations  and  special  voting  requirements
applies  to an  Affiliated  Transaction  with an  Interested  Shareholder  whose
acquisition of shares making such person an Interested  Shareholder was approved
by a majority of the corporation's Disinterested Directors.

         These  provisions were designed to deter certain  takeovers of Virginia
corporations.  In addition,  the statute provides that, by affirmative vote of a
majority  of the  voting  shares  other  than  shares  owned  by any  Interested
Shareholder, a corporation may adopt, by meeting certain voting requirements, an
amendment  to its  articles  of  incorporation  or  bylaws  providing  that  the
Affiliated  Transactions  provisions  shall  not apply to the  corporation.  The
Company has not adopted such an amendment.

Control Share Acquisitions

         The Virginia Act also contains  provisions  regulating certain "control
share  acquisitions,"  which are transactions causing the voting strength of any
person  acquiring  beneficial  ownership  of shares of a public  corporation  in
Virginia to meet or exceed certain threshold  percentages (20%,  33/1/3% or 50%)
of the total votes  entitled to be cast for the  election of  directors.  Shares
acquired in a control share  acquisition  have no voting rights unless:  (i) the
voting  rights are granted by a majority  vote of all  outstanding  shares other
than those held by the acquiring  person or any officer or employee  director of
the  corporation,  or (ii)  the  articles  of  incorporation  or  bylaws  of the
corporation  provide  that  these  Virginia  law  provisions  do  not  apply  to
acquisitions  of its shares.  The  acquiring  person may require  that a special
meeting of the  shareholders  be held to consider the grant of voting  rights to
the shares  acquired in the control share  acquisition.  These  provisions  were
designed to deter certain takeovers of Virginia public corporations. The Company
has not adopted an amendment to its Articles of  Incorporation or By-laws making
these provisions inapplicable to acquisitions of its shares.


                                      -3-
<PAGE>

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

       (c)    Exhibits.

              Exhibit No.           Description
              -----------           -----------

                99.1         Articles   of   Incorporation    (incorporated   by
                             reference  to  Exhibit  4.1  to  the   Registrant's
                             Registration   Statement  on  Form  S-3,  File  No.
                             33-56488, effective March 1, 1993)

                99.2         Amended  and  Restated  Bylaws   (incorporated   by
                             reference to Exhibit 3.2 to the  Registrant's  Form
                             10-K for the year ended December 31, 1998, File No.
                             0-15981)













                                      -4-
<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.


                                          HILB, ROGAL AND HAMILTON COMPANY
                                          (Registrant)



Date:  January 23, 2001                   By: /s/ Walter L. Smith
                                              ----------------------------------
                                              Walter L. Smith
                                              Vice President and
                                                General Counsel













                                      -5-

<PAGE>

                                  EXHIBIT INDEX


    Exhibit No.                      Document
    -----------                      --------

    99.1           Articles  of  Incorporation  (incorporated  by  reference  to
                   Exhibit 4.1 to the  Registrant's  Registration  Statement  on
                   Form  S-3,  File  No.  33-56488,  effective  March  1,  1993)

    99.2           Amended and  Restated  Bylaws  (incorporated  by reference to
                   Exhibit 3.2 to the Registrant's  Form 10-K for the year ended
                   December 31, 1998, File No. 0-15981)
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "FORM 8-K", "secsgml_size_bytes": 10758}]
{"company-data": {"conformed-name": "HILB ROGAL & HAMILTON CO /VA/", "cik": "0000814898", "assigned-sic": "6411", "irs-number": "541194795", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-15981", "film-number": "1513694"}, "business-address": {"street1": "4235 INNSLAKE DR", "city": "GLEN ALLEN", "state": "VA", "zip": "23060", "phone": "8047476500"}, "mail-address": {"street1": "P O BOX 1220", "city": "GLEN ALLEN", "state": "VA", "zip": "23060"}}
================================================================================

                       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: January 23, 2001
                        (Date of earliest event reported)

                        HILB, ROGAL AND HAMILTON COMPANY
             (Exact Name of Registrant as Specified in its Charter)

          Virginia                       0-15981                  54-1194795
(State or Other Jurisdiction     (Commission File Number)       (IRS Employer
      of Incorporation)                                      Identification No.)

              4235 Innslake Drive
              Glen Allen, Virginia                       23060-1220
    (Address of Principal Executive Offices)             (Zip Code)

               Registrant's telephone number, including area code:
                                 (804) 747-6500

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

         The following is a description of the capital stock of Hilb,  Rogal and
Hamilton Company (the "Company").  This description is qualified in its entirety
by reference to applicable provisions of Virginia law and the Company's Articles
of Incorporation and Amended and Restated Bylaws, the complete text of which are
on file with the Commission and incorporated herein by reference.

Common Stock

         The Company has  authorized  capital  stock  consisting  of  50,000,000
shares of Common Stock,  no par value.  The holder of each share of Common Stock
is entitled to one vote per share.  Each share of Common  Stock  shares  ratably
with respect to dividends and upon  liquidation.  The shares of Common Stock are
not  redeemable,  have no  conversion  rights and carry no  preemptive  or other
rights to  subscribe  to  additional  shares of  Common  Stock or to  securities
convertible into Common Stock.

         The Common Stock does not have  cumulative  voting rights,  which means
that the  holders of a majority  of the shares  voting for the  election  of the
class of  directors  subject to  election  at that  meeting can elect all of the
directors  comprising  that class,  and in such event  holders of the  remaining
minority  of shares so voting will not be able to elect any member of that class
of the Board of Directors.

Certain Provisions of the Company's Charter and Bylaws

         The  Company's  Articles  of  Incorporation  provide  that the Board of
Directors is divided into three classes having staggered three year terms.  This
provision could have the effect of making it more difficult for a third party to
acquire  control of the Board of Directors or of discouraging a third party from
attempting to acquire a majority of the outstanding voting stock of the Company.

Affiliated Transactions

         The  Virginia  Stock  Corporation  Act  contains  provisions  governing
"Affiliated  Transactions."  Affiliated Transactions include certain mergers and
share exchanges,  material  dispositions of corporate assets not in the ordinary
course of business,  any dissolution of the corporation proposed by or on behalf
of an Interested Shareholder (as defined below), or reclassifications, including
reverse stock splits,  recapitalizations  or mergers of the corporation with its
subsidiaries which have the effect of increasing the percentage of voting shares
beneficially owned by an Interested Shareholder by more than 5%. For purposes of
the Act, an "Interested  Shareholder" is defined as any beneficial owner of more
than 10% of any class of the voting securities of a Virginia corporation.

         Subject to certain exceptions discussed below, the provisions governing
Affiliated  Transactions  require that, for three years  following the date upon
which any shareholder becomes an Interested Shareholder,  a Virginia corporation
cannot  engage in an Affiliated  Transaction  with such  Interested  Shareholder
unless  approved by the  affirmative  vote of the holders of  two-thirds  of the
voting shares of the corporation,  other than the shares  beneficially  owned by
the  Interested  Shareholder,  and by a majority  (but not less than two) of the

                                      -2-
"Disinterested  Directors." A Disinterested  Director  means,  with respect to a
particular  Interested  Shareholder,  a  member  of  a  corporation's  board  of
directors  who (i) was a member before the later of January 1, 1988 and the date
on which an Interested Shareholder became an Interested Shareholder and (ii) was
recommended  for  election by, or was elected to fill a vacancy and received the
affirmative  vote of, a  majority  of the  Disinterested  Directors  then on the
board.  At the expiration of the three-year  period,  these  provisions  require
approval of Affiliated  Transactions by the  affirmative  vote of the holders of
two-thirds  of  the  voting  shares  of  the   corporation,   other  than  those
beneficially owned by the Interested Shareholder.

         The principal  exceptions to the special  voting  requirement  apply to
Affiliated  Transactions  occurring after the three-year  period has expired and
require  either  that  the   transaction  be  approved  by  a  majority  of  the
Disinterested  Directors  or that the  transaction  satisfy  certain  fair price
requirements of the statute.  In general,  the fair price  requirements  provide
that the shareholders  must receive the highest per share price for their shares
as was paid by the  Interested  Shareholder  for his  shares or the fair  market
value of their shares,  whichever is higher.  They also require that, during the
three years preceding the announcement of the proposed  Affiliated  Transaction,
all required  dividends have been paid and no special  financial  accommodations
have been accorded the Interested  Shareholder  unless approved by a majority of
the Disinterested Directors.

         None of the  foregoing  limitations  and  special  voting  requirements
applies  to an  Affiliated  Transaction  with an  Interested  Shareholder  whose
acquisition of shares making such person an Interested  Shareholder was approved
by a majority of the corporation's Disinterested Directors.

         These  provisions were designed to deter certain  takeovers of Virginia
corporations.  In addition,  the statute provides that, by affirmative vote of a
majority  of the  voting  shares  other  than  shares  owned  by any  Interested
Shareholder, a corporation may adopt, by meeting certain voting requirements, an
amendment  to its  articles  of  incorporation  or  bylaws  providing  that  the
Affiliated  Transactions  provisions  shall  not apply to the  corporation.  The
Company has not adopted such an amendment.

Control Share Acquisitions

         The Virginia Act also contains  provisions  regulating certain "control
share  acquisitions,"  which are transactions causing the voting strength of any
person  acquiring  beneficial  ownership  of shares of a public  corporation  in
Virginia to meet or exceed certain threshold  percentages (20%,  33/1/3% or 50%)
of the total votes  entitled to be cast for the  election of  directors.  Shares
acquired in a control share  acquisition  have no voting rights unless:  (i) the
voting  rights are granted by a majority  vote of all  outstanding  shares other
than those held by the acquiring  person or any officer or employee  director of
the  corporation,  or (ii)  the  articles  of  incorporation  or  bylaws  of the
corporation  provide  that  these  Virginia  law  provisions  do  not  apply  to
acquisitions  of its shares.  The  acquiring  person may require  that a special
meeting of the  shareholders  be held to consider the grant of voting  rights to
the shares  acquired in the control share  acquisition.  These  provisions  were
designed to deter certain takeovers of Virginia public corporations. The Company
has not adopted an amendment to its Articles of  Incorporation or By-laws making
these provisions inapplicable to acquisitions of its shares.

                                      -3-
Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.

       (c)    Exhibits.

              Exhibit No.           Description
              -----------           -----------

                99.1         Articles   of   Incorporation    (incorporated   by
                             reference  to  Exhibit  4.1  to  the   Registrant's
                             Registration   Statement  on  Form  S-3,  File  No.
                             33-56488, effective March 1, 1993)

                99.2         Amended  and  Restated  Bylaws   (incorporated   by
                             reference to Exhibit 3.2 to the  Registrant's  Form
                             10-K for the year ended December 31, 1998, File No.
                             0-15981)

                                      -4-
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.

                                          HILB, ROGAL AND HAMILTON COMPANY
                                          (Registrant)

Date:  January 23, 2001                   By: /s/ Walter L. Smith
                                              ----------------------------------
                                              Walter L. Smith
                                              Vice President and
                                                General Counsel

                                      -5-
EXHIBIT INDEX

    Exhibit No.                      Document
    -----------                      --------

    99.1           Articles  of  Incorporation  (incorporated  by  reference  to
                   Exhibit 4.1 to the  Registrant's  Registration  Statement  on
                   Form  S-3,  File  No.  33-56488,  effective  March  1,  1993)

    99.2           Amended and  Restated  Bylaws  (incorporated  by reference to
                   Exhibit 3.2 to the Registrant's  Form 10-K for the year ended
                   December 31, 1998, File No. 0-15981)