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


                       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: June 1, 1999
                        (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.

         Change in Transfer Agent.  Effective June 1, 1999,  Wachovia Bank, N.A.
("Wachovia")  has withdrawn as transfer  agent,  registrar  and dividend  paying
agent for LandAmerica  Financial Group,  Inc. (the  "Company").  By an agreement
effective as of June 1, 1999, the Company has appointed EquiServe Trust Company,
N.A.  ("EquiServe")  to serve as the  Company's  transfer  agent,  registrar and
dividend paying agent.

         Amendment to Rights  Agreement.  In connection  with the  withdrawal by
Wachovia as the Company's  transfer agent,  registrar and dividend paying agent,
the  Company,  Wachovia  and State  Street  Bank and Trust  Company,  the parent
company of EquiServe  ("State  Street"),  have entered into a Second  Amendment,
dated as of June 1, 1999 (the "Second  Amendment"),  to the Amended and Restated
Rights  Agreement dated as of August 20, 1997 (the "Rights  Agreement")  between
the Company and Wachovia,  as Rights Agent, as amended by the First Amendment to
Amended and Restated Rights  Agreement,  dated as of December 11, 1997,  between
the  Company  and  Wachovia.  Pursuant  to the Second  Amendment,  Wachovia  has
withdrawn as Rights Agent and the Company has appointed State Street to serve as
a successor to the Rights Agent under the Rights Agreement. The Second Amendment
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           Second  Amendment  to  Amended  and  Restated  Rights
                           Agreement,  dated  as of June 1,  1999,  between  the
                           Company,  Wachovia Bank,  N.A., as Rights Agent,  and
                           State  Street Bank and Trust  Company,  as  Successor
                           Rights Agent.




                                      -2-
<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:  June 6, 1999                By: /s/ Russell W. Jordan, III
                                       -----------------------------------------
                                       Russell W. Jordan, III
                                       Senior Vice President and General Counsel





                                      -3-
<PAGE>

                                  Exhibit Index
                                  -------------


Exhibit
Number               Document
------               --------

4.1                  Second Amendment to Amended and Restated Rights  Agreement,
                     dated as of June 1, 1999,  between  the  Company,  Wachovia
                     Bank,  N.A.,  as Rights  Agent,  and State  Street Bank and
                     Trust Company, as Successor Rights Agent.



<PAGE>

                                                                     Exhibit 4.1

                                SECOND AMENDMENT
                    TO AMENDED AND RESTATED RIGHTS AGREEMENT


         THIS SECOND AMENDMENT ("Second  Amendment") to the Amended and Restated
Rights Agreement,  dated as of August 20, 1997 (the "Amended and Restated Rights
Agreement"),  between LandAmerica  Financial Group, Inc., a Virginia corporation
(the  "Company") and Wachovia Bank,  N.A., as amended by the First  Amendment to
Amended and Restated Rights  Agreement,  dated as of December 11, 1997,  between
the Company and Wachovia Bank, N.A. (the "First  Amendment"  and,  together with
the Amended and Restated Rights Agreement,  the "Rights Agreement"),  is made as
of this 1st day of June, 1999 among the Company,  Wachovia Bank, N.A., as Rights
Agent  (the  "Rights  Agent"),  and  State  Street  Bank and Trust  Company,  as
successor Rights Agent (the "Successor Rights Agent").

         Pursuant  to Section 27 of the Rights  Agreement,  the Company may from
time to time  supplement or amend the Rights  Agreement in  accordance  with the
provisions  of  Section  27  thereof.  Pursuant  to  Section  21 of  the  Rights
Agreement,  if the Rights  Agent shall  resign or be removed or shall  otherwise
become incapable of acting,  the Company shall appoint a successor to the Rights
Agent.  The Rights Agent has informed  the Company that in  connection  with the
execution  of this Second  Amendment it wishes to withdraw as Rights  Agent.  By
executing  this  Second  Amendment,  the Company  accepts  such  withdrawal  and
appoints the Successor  Rights Agent to serve as a successor to the Rights Agent
under the Rights Agreement,  as amended by this Second  Amendment.  By executing
this Second  Amendment,  the Successor Rights Agent accepts such appointment and
agrees to assume all duties,  responsibilities  and  obligations as Rights Agent
under the Rights Agreement,  as amended by this Second  Amendment.  All acts and


<PAGE>

things necessary to make this Second  Amendment a valid  agreement,  enforceable
according to its terms,  have been done and  performed,  and the  execution  and
delivery of this  Second  Amendment  by the  Company,  the Rights  Agent and the
Successor Rights Agent have been in all respects duly authorized by the Company,
the Rights Agent and the Successor Rights Agent.

         In consideration  of the foregoing and the mutual  agreements set forth
herein, the parties hereto agree as follows:

         1.       As of the effective date of this Second Amendment,  the Rights
Agent withdraws as Rights Agent under the Rights  Agreement,  as amended by this
Second Amendment.

         2.       The Company  hereby  appoints  the  Successor  Rights Agent to
serve as the  successor  to the  Rights  Agent  under the Rights  Agreement,  as
amended by this Second Amendment. The Successor Rights Agent hereby accepts such
appointment and assumes all duties,  responsibilities  and obligations as Rights
Agent under the Rights Agreement, as amended by this Second Amendment.

         3.       Section  1(e) of the  Rights  Agreement  is amended to read as
follows:

                  (e)      "Close of business" on any given date shall mean 5:00
         P.M., Eastern time, on such date; provided,  however, that if such date
         is not a Business  Day it shall mean 5:00 P.M.,  Eastern  time,  on the
         next succeeding  Business Day.

         4.       Section  2 of the  Rights  Agreement  is  amended  to  read as
follows:

                  Section 2.  Appointment  of Rights Agent.  The Company  hereby
         appoints  the  Rights  Agent to act as agent  for the  Company  and the
         holders of the Rights (who, in accordance with Section 3 hereof,  shall
         prior  to the  Distribution  Date  also be the  holders  of the  Common
         Shares) in accordance  with the terms and  conditions  hereof,  and the
         Right Agent hereby accepts such appointment.  The Company may from time
         to time


                                      -2-
<PAGE>

         appoint such  co-Rights  Agents as it may deem  necessary or desirable,
         upon ten (10)  days'  prior  written  notice to the Rights  Agent.  The
         Rights Agent shall have no duty to supervise,  and shall in no event be
         liable for, the acts or omissions of any such co-Rights Agent.

         5.       The fifth  sentence of Section 21 of the Rights  Agreement  is
amended to read as follows:

                  Any successor Rights Agent,  whether  appointed by the Company
         or by such a court,  shall be a corporation or trust company  organized
         and doing  business under the laws of the United States or of any state
         of the United States, in good standing,  which is authorized under such
         laws to  exercise  corporate  trust or  stock  transfer  powers  and is
         subject to supervision  or  examination by federal or state  authority,
         and which has at the time of its appointment as Rights Agent a combined
         capital  and  surplus  of at least $50  million.

         6.       Section  26 of the  Rights  Agreement  is  amended  to read as
follows:

                  Section 26.  Notices.  Notices or demands  authorized  by this
         Agreement  to be given or made by the Rights  Agent or by the holder of
         any Right Certificate to or on the Company shall be sufficiently  given
         or made if sent by first-class mail, postage prepaid,  addressed (until
         another address is filed in writing with the Rights Agent) as follows:

                        LandAmerica Financial Group, Inc.
                        101 Gateway Centre Parkway
                        Gateway One
                        Richmond, Virginia 23235-5153
                        Attention: Corporate Secretary

         Subject to the  provisions  of Section 21 hereof,  any notice or demand
         authorized  by this  Agreement to be given or made by the Company or by
         the holder of any Right  Certificate



                                      -3-
<PAGE>

         to or on the Rights Agent shall be  sufficiently  given or made if sent
         by first-class mail, postage prepaid,  addressed (until another address
         is filed in writing with the Company) as follows:

                       State Street Bank and Trust Company
                       c/o EquiServe Limited Partnership
                       150 Royall Street
                       Canton, Massachusetts 02021
                       Attention: Client Administration

         Notices or demands  authorized by this Agreement to be given or made by
         the Company or the Rights Agent to the holder of any Right  Certificate
         shall  be  sufficiently  given  or made if  sent by  first-class  mail,
         postage prepaid, addressed to such holder at the address of such holder
         as shown on the registry books of the Company.

         7.       This  Second  Amendment  to  the  Rights  Agreement  shall  be
governed by and construed in  accordance  with the laws of the  Commonwealth  of
Virginia.

         8.       This Second  Amendment to the Rights Agreement may be executed
in any number of  counterparts,  each of which  shall be an  original,  but such
counterparts  shall together  constitute one and the same instrument.  Terms not
defined herein shall, unless the context otherwise  requires,  have the meanings
assigned to such terms in the Rights Agreement.

         9.       In all respects not inconsistent with the terms and provisions
of this Second Amendment to the Rights Agreement, the Rights Agreement is hereby
ratified,  adopted,  approved and confirmed.  In executing and  delivering  this
Second  Amendment,  the Rights  Agent and the  Successor  Rights  Agent shall be
entitled to all the privileges and immunities afforded to the Rights Agent under
the terms and conditions of the Rights Agreement.



                                      -4-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.

Attest:                                     LANDAMERICA FINANCIAL GROUP, INC.


By: /s/                                     By: /s/
    -------------------------------             --------------------------------
                                                WACHOVIA BANK, N.A.
Attest:


/s/                                         By: /s/
-----------------------------------             --------------------------------

Attest:                                     STATE STREET BANK AND TRUST COMPANY


By: /s/                                     By: /s/
    -------------------------------             --------------------------------
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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: June 1, 1999
                        (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.

         Change in Transfer Agent.  Effective June 1, 1999,  Wachovia Bank, N.A.
("Wachovia")  has withdrawn as transfer  agent,  registrar  and dividend  paying
agent for LandAmerica  Financial Group,  Inc. (the  "Company").  By an agreement
effective as of June 1, 1999, the Company has appointed EquiServe Trust Company,
N.A.  ("EquiServe")  to serve as the  Company's  transfer  agent,  registrar and
dividend paying agent.

         Amendment to Rights  Agreement.  In connection  with the  withdrawal by
Wachovia as the Company's  transfer agent,  registrar and dividend paying agent,
the  Company,  Wachovia  and State  Street  Bank and Trust  Company,  the parent
company of EquiServe  ("State  Street"),  have entered into a Second  Amendment,
dated as of June 1, 1999 (the "Second  Amendment"),  to the Amended and Restated
Rights  Agreement dated as of August 20, 1997 (the "Rights  Agreement")  between
the Company and Wachovia,  as Rights Agent, as amended by the First Amendment to
Amended and Restated Rights  Agreement,  dated as of December 11, 1997,  between
the  Company  and  Wachovia.  Pursuant  to the Second  Amendment,  Wachovia  has
withdrawn as Rights Agent and the Company has appointed State Street to serve as
a successor to the Rights Agent under the Rights Agreement. The Second Amendment
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           Second  Amendment  to  Amended  and  Restated  Rights
                           Agreement,  dated  as of June 1,  1999,  between  the
                           Company,  Wachovia Bank,  N.A., as Rights Agent,  and
                           State  Street Bank and Trust  Company,  as  Successor
                           Rights Agent.

                                      -2-
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:  June 6, 1999                By: /s/ Russell W. Jordan, III
                                       -----------------------------------------
                                       Russell W. Jordan, III
                                       Senior Vice President and General Counsel

                                      -3-
Exhibit Index
                                  -------------

Exhibit
Number               Document
------               --------

4.1                  Second Amendment to Amended and Restated Rights  Agreement,
                     dated as of June 1, 1999,  between  the  Company,  Wachovia
                     Bank,  N.A.,  as Rights  Agent,  and State  Street Bank and
                     Trust Company, as Successor Rights Agent.
Exhibit 4.1

                                SECOND AMENDMENT
                    TO AMENDED AND RESTATED RIGHTS AGREEMENT

         THIS SECOND AMENDMENT ("Second  Amendment") to the Amended and Restated
Rights Agreement,  dated as of August 20, 1997 (the "Amended and Restated Rights
Agreement"),  between LandAmerica  Financial Group, Inc., a Virginia corporation
(the  "Company") and Wachovia Bank,  N.A., as amended by the First  Amendment to
Amended and Restated Rights  Agreement,  dated as of December 11, 1997,  between
the Company and Wachovia Bank, N.A. (the "First  Amendment"  and,  together with
the Amended and Restated Rights Agreement,  the "Rights Agreement"),  is made as
of this 1st day of June, 1999 among the Company,  Wachovia Bank, N.A., as Rights
Agent  (the  "Rights  Agent"),  and  State  Street  Bank and Trust  Company,  as
successor Rights Agent (the "Successor Rights Agent").

         Pursuant  to Section 27 of the Rights  Agreement,  the Company may from
time to time  supplement or amend the Rights  Agreement in  accordance  with the
provisions  of  Section  27  thereof.  Pursuant  to  Section  21 of  the  Rights
Agreement,  if the Rights  Agent shall  resign or be removed or shall  otherwise
become incapable of acting,  the Company shall appoint a successor to the Rights
Agent.  The Rights Agent has informed  the Company that in  connection  with the
execution  of this Second  Amendment it wishes to withdraw as Rights  Agent.  By
executing  this  Second  Amendment,  the Company  accepts  such  withdrawal  and
appoints the Successor  Rights Agent to serve as a successor to the Rights Agent
under the Rights Agreement,  as amended by this Second  Amendment.  By executing
this Second  Amendment,  the Successor Rights Agent accepts such appointment and
agrees to assume all duties,  responsibilities  and  obligations as Rights Agent
under the Rights Agreement,  as amended by this Second  Amendment.  All acts and
things necessary to make this Second  Amendment a valid  agreement,  enforceable
according to its terms,  have been done and  performed,  and the  execution  and
delivery of this  Second  Amendment  by the  Company,  the Rights  Agent and the
Successor Rights Agent have been in all respects duly authorized by the Company,
the Rights Agent and the Successor Rights Agent.

         In consideration  of the foregoing and the mutual  agreements set forth
herein, the parties hereto agree as follows:

         1.       As of the effective date of this Second Amendment,  the Rights
Agent withdraws as Rights Agent under the Rights  Agreement,  as amended by this
Second Amendment.

         2.       The Company  hereby  appoints  the  Successor  Rights Agent to
serve as the  successor  to the  Rights  Agent  under the Rights  Agreement,  as
amended by this Second Amendment. The Successor Rights Agent hereby accepts such
appointment and assumes all duties,  responsibilities  and obligations as Rights
Agent under the Rights Agreement, as amended by this Second Amendment.

         3.       Section  1(e) of the  Rights  Agreement  is amended to read as
follows:

                  (e)      "Close of business" on any given date shall mean 5:00
         P.M., Eastern time, on such date; provided,  however, that if such date
         is not a Business  Day it shall mean 5:00 P.M.,  Eastern  time,  on the
         next succeeding  Business Day.

         4.       Section  2 of the  Rights  Agreement  is  amended  to  read as
follows:

                  Section 2.  Appointment  of Rights Agent.  The Company  hereby
         appoints  the  Rights  Agent to act as agent  for the  Company  and the
         holders of the Rights (who, in accordance with Section 3 hereof,  shall
         prior  to the  Distribution  Date  also be the  holders  of the  Common
         Shares) in accordance  with the terms and  conditions  hereof,  and the
         Right Agent hereby accepts such appointment.  The Company may from time
         to time

                                      -2-
appoint such  co-Rights  Agents as it may deem  necessary or desirable,
         upon ten (10)  days'  prior  written  notice to the Rights  Agent.  The
         Rights Agent shall have no duty to supervise,  and shall in no event be
         liable for, the acts or omissions of any such co-Rights Agent.

         5.       The fifth  sentence of Section 21 of the Rights  Agreement  is
amended to read as follows:

                  Any successor Rights Agent,  whether  appointed by the Company
         or by such a court,  shall be a corporation or trust company  organized
         and doing  business under the laws of the United States or of any state
         of the United States, in good standing,  which is authorized under such
         laws to  exercise  corporate  trust or  stock  transfer  powers  and is
         subject to supervision  or  examination by federal or state  authority,
         and which has at the time of its appointment as Rights Agent a combined
         capital  and  surplus  of at least $50  million.

         6.       Section  26 of the  Rights  Agreement  is  amended  to read as
follows:

                  Section 26.  Notices.  Notices or demands  authorized  by this
         Agreement  to be given or made by the Rights  Agent or by the holder of
         any Right Certificate to or on the Company shall be sufficiently  given
         or made if sent by first-class mail, postage prepaid,  addressed (until
         another address is filed in writing with the Rights Agent) as follows:

                        LandAmerica Financial Group, Inc.
                        101 Gateway Centre Parkway
                        Gateway One
                        Richmond, Virginia 23235-5153
                        Attention: Corporate Secretary

         Subject to the  provisions  of Section 21 hereof,  any notice or demand
         authorized  by this  Agreement to be given or made by the Company or by
         the holder of any Right  Certificate

                                      -3-
to or on the Rights Agent shall be  sufficiently  given or made if sent
         by first-class mail, postage prepaid,  addressed (until another address
         is filed in writing with the Company) as follows:

                       State Street Bank and Trust Company
                       c/o EquiServe Limited Partnership
                       150 Royall Street
                       Canton, Massachusetts 02021
                       Attention: Client Administration

         Notices or demands  authorized by this Agreement to be given or made by
         the Company or the Rights Agent to the holder of any Right  Certificate
         shall  be  sufficiently  given  or made if  sent by  first-class  mail,
         postage prepaid, addressed to such holder at the address of such holder
         as shown on the registry books of the Company.

         7.       This  Second  Amendment  to  the  Rights  Agreement  shall  be
governed by and construed in  accordance  with the laws of the  Commonwealth  of
Virginia.

         8.       This Second  Amendment to the Rights Agreement may be executed
in any number of  counterparts,  each of which  shall be an  original,  but such
counterparts  shall together  constitute one and the same instrument.  Terms not
defined herein shall, unless the context otherwise  requires,  have the meanings
assigned to such terms in the Rights Agreement.

         9.       In all respects not inconsistent with the terms and provisions
of this Second Amendment to the Rights Agreement, the Rights Agreement is hereby
ratified,  adopted,  approved and confirmed.  In executing and  delivering  this
Second  Amendment,  the Rights  Agent and the  Successor  Rights  Agent shall be
entitled to all the privileges and immunities afforded to the Rights Agent under
the terms and conditions of the Rights Agreement.

                                      -4-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.

Attest:                                     LANDAMERICA FINANCIAL GROUP, INC.

By: /s/                                     By: /s/
    -------------------------------             --------------------------------
                                                WACHOVIA BANK, N.A.
Attest:

/s/                                         By: /s/
-----------------------------------             --------------------------------

Attest:                                     STATE STREET BANK AND TRUST COMPANY

By: /s/                                     By: /s/
    -------------------------------             --------------------------------