**Exhibit
      3.1**





**ARTICLES
      OF AMENDMENT OF**


**LANDAMERICA
      FINANCIAL GROUP, INC.**





1.           The
      name of the Corporation is LandAmerica Financial Group, Inc.





2.
            The
                text of the amendment (the “Amendment”) is as
                follows:





Article
      Eighth of the Amended and Restated Articles of Incorporation of the Corporation
      is hereby deleted in its entirety and replaced with the following new Article
      Eighth:





EIGHTH:                      Except
      as provided in these Articles of Incorporation, any (i) amendment to the
      Articles of Incorporation, (ii) merger or share exchange to which the
      Corporation is a party or sale, lease, or exchange of all or substantially
      all
      of the Corporation’s assets and property other than in the usual and regular
      course of business, and (iii) reclassification of securities or recapitalization
      of the Corporation, shall be approved by the affirmative vote of a majority
      of
      the shares outstanding and entitled to vote at a meeting of the shareholders
      duly called for such purpose; provided, however, that nothing in this Article
      EIGHTH shall require a vote of the shareholders to approve any action in
      circumstances where the Virginia Stock Corporation Act permits the Board of
      Directors to take action without a shareholder vote.





3.           The
      date the Amendment was adopted was May 15, 2007.





4.           The
      Board of Directors found that the Amendment was in the best interests of the
      Corporation and directed that it be submitted to the shareholders in accordance
      with the Virginia Stock Corporation Act.  The shareholders approved
      the Amendment, which required shareholder approval, at an annual meeting on
      May
      15, 2007.  Only holders of shares of the Corporation’s common stock
      were entitled to vote on the Amendment.  The number of shares
      outstanding on the record date, the number of shares entitled to vote on the
      proposed Amendment and the number of shares voted for and against the Amendment
      were as follows:





Number
      of
      shares
      outstanding:                                                                           
   17,242,542


Number
      of
      shares entitled to
      vote:                                                                          17,242,542


Number
      of
      shares voted
      for:                                                                                     11,529,091.08


Number
      of
      shares voted
      against:                                                                            
  1,808,119.78





The
      number of votes cast in favor of the Amendment by the shareholders of the
      Corporation’s common stock was sufficient for approval.





The
      undersigned Senior Vice President
      and Corporate Secretary of the Corporation, declares that the facts herein
      stated are true as of October 24, 2007.





LANDAMERICA
      FINANCIAL GROUP,
      INC.





By:  /s/
      Michael D.
      Beverly


Michael
      D. Beverly, Senior Vice
      President and Corporate Secretary