<PAGE>

                                UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)
[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                ACT OF 1934
                   For the fiscal year ended December 31, 1996

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                          EXCHANGE ACT OF 1934
                 For the transition period from        to      

                         Commission file number 0-11774

                             INVESTORS TITLE COMPANY
             (Exact name of registrant as specified in its charter)

        NORTH CAROLINA                                         56-1110199
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

          121 NORTH COLUMBIA STREET, CHAPEL HILL, NORTH CAROLINA 27514
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (919) 968-2200

           Securities registered pursuant to section 12(g) of the Act:

  COMMON STOCK, NO PAR VALUE                            NONE
    (Title of each class)             (Name of the exchange on which registered)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. X

On February 15, 1997, the aggregate market value of the voting stock held by
those other than executive officers and directors of the registrant was
$33,780,013.

On February 15, 1997, the number of common shares outstanding was 2,767,629.

                       DOCUMENTS INCORPORATED BY REFERENCE
Documents                                             Form 10-K Reference
----------                                            -------------------
Portions of Annual Report to Shareholders             Part I,  Items 1 and 2
for fiscal year ended December 31, 1996               Part II, Items 5 - 8
                                                      Part IV, Item 14
Portions of Proxy Statement (in connection
with Annual Meeting to be held on May 13, 1997)       Part III, Items 10 - 13 
Location of Exhibit Index: The Index to Exhibits
is contained in Part IV herein on page 14.



                                        1

<PAGE>

                                     PART I

ITEM 1.  BUSINESS

General

         Investors Title Company ("the Company") is a holding company which was
incorporated in the State of North Carolina on February 13, 1973. The Company
became operational June 24, 1976 when it acquired as a wholly owned subsidiary
Investors Title Insurance Company, a North Carolina corporation ("ITIC"), under
a plan of exchange of shares of common stock. On September 30, 1983, the Company
acquired as a wholly owned subsidiary Investors Title Insurance Company of South
Carolina, a South Carolina corporation, under a plan of exchange of shares of
common stock. On June 12, 1985, its name was changed from Investors Title
Insurance Company of South Carolina to Northeast Investors Title Insurance
Company ("NE-ITIC"). The Company's executive offices are at 121 North Columbia
Street, Chapel Hill, North Carolina 27514. The Company's telephone number 
is (919) 968-2200.

         Through its two wholly owned title insurance subsidiaries, ITIC and
NE-ITIC, the Company underwrites land title insurance for owners and mortgagees
as a primary insurer and as a reinsurer for other title insurance companies.

         ITIC was incorporated in the State of North Carolina on January 28,
1972, and became licensed to write title insurance in the State of North
Carolina on February 1, 1972. Since that date it has primarily written land
title insurance as a primary insurer and as a reinsurer in the States of North
Carolina and South Carolina. In addition, the Company currently writes title
insurance through issuing agents or branch offices in the States of Arkansas,
Florida, Georgia, Illinois, Indiana, Kentucky, Maryland, Michigan, Minnesota,
Mississippi, Nebraska, Pennsylvania, Tennessee and Virginia. Agents issue
policies for ITIC and may also perform other services such as acting as escrow
agents.

         ITIC is also licensed to write title insurance in the District of 
Columbia and the States of Alabama, Colorado, Connecticut, Delaware, Idaho, 
Kansas, Louisiana, Massachusetts, Missouri, Montana, Nevada, New Jersey, North 
Dakota, Oklahoma, Texas and West Virginia.

         NE-ITIC was incorporated in the State of South Carolina on February 23,
1973, and became licensed to write title insurance in that State on November 1,
1973. It also currently writes title insurance as a primary insurer and as a
reinsurer in the State of New York.

         Title insurance guarantees owners, mortgagees, and others with a lawful
interest in real property against loss by reason of encumbrances and defective
title to such property. The commitments and policies issued are the standard
American Land Title Association approved forms. Title insurance policies do not
insure against future risks. Most other types of insurance protect against 
losses and events in the future.


                                    2
<PAGE>

         In the State of North Carolina, title insurance commitments and
policies are issued by the home office and branch offices. ITIC has 29 branch
offices. In 1996, four offices were opened in North Carolina.

         In the ordinary course of business, ITIC and NE-ITIC reinsure certain
risks with other title insurers for the purpose of limiting their exposure and
also assume reinsurance for certain risks of other title insurers for which they
receive additional income. Reinsurance activities account for less than 1% of
total premium volume.

         ITIC currently assumes primary risks up to $500,000, reinsures the next
$250,000 of risk with NE-ITIC, and all risks above $750,000 are then reinsured
with a non-related reinsurer in the industry.

         NE-ITIC currently assumes primary risks up to $250,000, reinsures the
next $500,000 of risk with ITIC, and reinsures all amounts above $750,000 with a
non-related reinsurer in the industry.

         Each insurance subsidiaries' risk retention limits are self-imposed and
more conservative than state insurance regulations.

         In 1984, ITIC became the leading title insurer of North Carolina
property and has held this position in the marketplace since that time. ITIC's
financial stability was recognized by a Fannie Mae and Freddie Mac approved
actuarial firm with a rating of "A Double Prime - unsurpassed financial
stability".

         NE-ITIC's financial stability was recognized by a Fannie Mae and
Freddie Mac approved actuarial firm with a rating of "A - exceptional financial
stability".

         In 1988, the Company established Investors Title Exchange Corporation,
a wholly owned subsidiary ("ITEC"), to provide services in connection with
tax-free exchanges of like-kind property. ITEC acts as an intermediary in
tax-free exchanges of property held for productive use in a trade or business or
for investments, and its income is derived from fees for handling exchange
transactions.

         South Carolina Document Preparation Company, a wholly owned subsidiary
("SCDP"), purchased the net assets of a former agency to provide services and
assistance to licensed members of the South Carolina Bar in the closing of real
estate transactions. SCDP was unprofitable and ceased these operations in 1995.
SCDP currently provides services in connection with tax-free exchanges of
like-kind property.


                                        3

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Operations of Subsidiaries

         ITIC offers primary title insurance coverage to owners and mortgagees
of real estate and reinsurance of title insurance risks to other title insurance
companies. Title insurance premiums written are for a one-time initial payment,
with no recurring premiums. Schedule A summarizes the insurance premiums written
during the years 1994 through 1996 by this subsidiary.

         NE-ITIC offers primary title insurance coverage to owners and
mortgagees of real estate and reinsurance of title insurance risks to other
title insurance companies. Title insurance premiums written are for a one-time
initial payment with no recurring premiums. Schedule A summarizes the insurance
premiums written during the years 1994 through 1996 by this subsidiary.

         ITEC offers services in connection with tax-free exchanges. Schedule A
summarizes the fees earned during the years 1994 through 1996.

         SCDP had revenues of $3,712, $40,926 and $97,924 in 1996, 1995 and
1994, respectively.

         For a description of Premiums Written geographically, see Management's
Discussion and Analysis of Results of Operations and Financial Condition in the
1996 Annual Report to Shareholders incorporated by reference in this Form 10-K
Annual Report.

Seasonality

         Title insurance premiums are closely related to the level of real
estate activity and the average price of real estate sales. The availability of
funds to finance purchases directly affects real estate sales. Other factors
include consumer confidence, economic conditions, supply and demand, mortgage
interest rates and family income levels. Historically, the first quarter 
has had the least real estate activity, while the remaining quarters have been 
more active. Fluctuations in mortgage interest rates can cause shifts in real 
estate activity outside the normal seasonal pattern.

Marketing

         ITIC's current and future marketing plan is to provide fast and
efficient service in the delivery of title insurance coverage through a home
office, branch offices, and issuing agents. In North Carolina, ITIC operates
through a home office and 27 branch offices. In South Carolina, ITIC operates
through a branch office and issuing agents located conveniently to customers
throughout the State. ITIC also operates through issuing agents located in
Arkansas, Florida, Georgia, Illinois, Indiana, Kentucky, Maryland, Michigan,
Minnesota, Mississippi, Nebraska, Pennsylvania, Tennessee and

                                        4

<PAGE>

                                   SCHEDULE A
                        INVESTORS TITLE INSURANCE COMPANY
                                PREMIUMS WRITTEN
                         For The Years Ended December 31

               1996                    1995                    1994

            $20,696,625             $15,547,967             $15,151,448
            ===========             ===========             ===========







                   NORTHEAST INVESTORS TITLE INSURANCE COMPANY
                                PREMIUMS WRITTEN
                         For The Years Ended December 31

               1996                    1995                  1994

            $535,623                 $384,856              $496,301
            ========                 ========              ========







                      INVESTORS TITLE EXCHANGE CORPORATION
                                   FEES EARNED
                         For The Years Ended December 31

               1996                     1995                     1994

             $272,998                 $241,281                 $153,144
             ========                 ========                 =======



                                        5


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<PAGE>
 
Virginia.  ITIC intends to establish branch and/or agency offices in the other
states in which it is licensed.  A time frame has not been determined for any
additional expansion.

         NE-ITIC currently operates through two agency offices in the State of
New York.

         ITIC and NE-ITIC strive to provide superior service to their customers
and consider this an important factor in attracting and retaining customers.
Branch and corporate personnel strive to develop new business relationships to
increase market share. The Company's marketing efforts are also enhanced through
advertising.

Customers

         The Company is not dependent upon any single customer, the loss of
which could have a material effect on the Company.

Reserves

         The reserves for possible claims for financial reporting purposes are
established based on criteria discussed in Notes 1 and 5 to Consolidated
Financial Statements of the 1996 Annual Report to Shareholders incorporated by
reference in this Form 10-K Annual Report.

Regulations

         The Company's two insurance subsidiaries are subject to examination at
any time by the licensing states. Title insurance companies are extensively
regulated under applicable state laws. The regulatory authorities possess broad
powers with respect to the licensing of title insurers and agents, rates,
investments, policy forms, financial reporting, reserve requirements, dividend
restrictions as well as examinations and audits of title insurers.

         ITIC is domiciled in North Carolina and subject to North Carolina state
insurance regulations. Examinations are scheduled every three years by the North
Carolina Department of Insurance. ITIC was last examined by the North Carolina
Department of Insurance commencing on May 15, 1995 for the period January 1,
1992 through December 31, 1994 with no material deficiencies noted.

         NE-ITIC is domiciled in South Carolina and subject to South Carolina
state insurance regulations. NE-ITIC was last examined by the South Carolina
Department of Insurance on November 14, 1994 for the period December 31, 1991
through December 31, 1993 with no material deficiencies noted. Examinations are
scheduled periodically by the South Carolina Department of Insurance.

         In accordance with the insurance laws and regulations applicable to
title insurance in the State of North Carolina, ITIC has established and 
maintains a statutory premium reserve for the protection of policyholders. 
ITIC reserves an amount equal to 10% of current year premiums written. This 
amount is then reduced annually by 5% and the net amount is accumulated in a 
statutory premium reserve.

                                    6

<PAGE>


         NE-ITIC has established and maintains a statutory premium reserve as
required by the insurance laws and regulations of the State of New York. A $1.50
for each risk assumed under a policy or commitment plus one-eightieth of one
percent of the face amount of each commitment or policy, reduced by that portion
of the reserve established 15 years earlier are accumulated in a statutory
premium reserve for years up to 1985. In subsequent years the addition to the
reserve is calculated in the same manner but is reduced annually by 5%.

         These statutory premium reserve additions are not charged to operations
for financial reporting purposes and changes in the statutory premium reserve
have no effect on net income of the companies for financial reporting purposes.

         The Company is an insurance holding company, and is also subject to
regulation in the states in which its insurance subsidiaries do business. These
regulations, among other things, require insurance holding companies to register
and file certain reports and require prior regulatory approval of intercorporate
transfers including, in some instances, the payment of shareholders' dividends
by the insurance subsidiary. All states set requirements for admission to do
business, including minimum levels of capital and surplus. State insurance
departments have broad administrative powers and monitor the stability and
service of insurance companies.

         In addition to the financial statements which are required to be filed
as part of this report and are prepared on the basis of generally accepted
accounting principles, the Company's insurance subsidiaries also prepare
financial statements in accordance with statutory accounting principles
prescribed or permitted by state regulations. Based upon the latter principles,
as of December 31, 1996, ITIC reported $14,286,267 of capital and surplus, and
net income of $2,957,206; and NE-ITIC reported $1,957,088 of capital and
surplus, and net income of $160,882.

         ITIC and NE-ITIC both meet the minimum capital and surplus requirements
of the states in which they are licensed.

Competition

         ITIC currently operates primarily in the State of North Carolina. There
are 19 title insurance companies operating in the State of North Carolina. In
1996 Investors Title had approximately 26% of the title insurance market in the
State, and ranked first in the amount of premiums written among companies doing
business in the State.


                                        7

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         ITIC's major competitors in North Carolina are Chicago Title Insurance
Company, Commonwealth Land Title Insurance Company, Fidelity National Title
Insurance Company of Pennsylvania, First American Title Insurance Company,
Lawyers Title Insurance Corporation, Old Republic National Title Insurance
Company and Stewart Title Guaranty Company. ITIC and NE-ITIC have a number of
competitors in each state where they operate. The title insurance industry is
highly competitive. Key elements which affect competition are price, expertise,
service, financial strength and size of the insurer.

Investments

         The Company and its subsidiaries derive a substantial portion of their
income from investments in bonds (municipal and corporate), certificates of
deposit, and equity securities. The investment policy is designed to maintain a
high quality portfolio and maximize income. Some state laws impose certain
restrictions upon the types and amounts of investments that can be made by the
Company's insurance subsidiaries.

         The Company, ITIC, NE-ITIC, ITEC and SCDP had investment income as set
out in the following table for the years 1992 through 1996:



                           FOR THE YEARS ENDED DECEMBER 31

                1996         1995         1994       1993       1992
                ----         ----         ----       ----       ----

Company      $ 67,162       $16,238      $12,225    $10,529   $ 11,755

ITIC        1,161,795     1,007,255      926,976    842,367    733,676

NE-ITIC       121,007       111,939      103,600    100,576     99,691

ITEC            2,708         3,457        3,911        968        357

SCDP              260         1,747            0          0          0



TOTAL      $1,352,932    $1,140,636    $1046,712   $954,440   $845,479
           ==========    ==========    =========   ========   ========




         See Note 3 in the 1996 Annual Report to Shareholders incorporated
herein by reference for the major categories of investments, earnings by
investment categories, scheduled maturities, amortized cost, and market values
of investment securities.


                                        8

<PAGE>



Employees

         The Company, ITEC, NE-ITIC and SCDP have no paid employees. Officers of
the Company are full-time paid employees of ITIC, which had 132 full-time
employees and 17 part-time employees as of December 31, 1996.

Trademark

         The Company's subsidiary, ITIC, registered its logo with the U.S.
Patent- Trademark Office in February, 1987. The loss of said registration, in
the Company's opinion, would not materially affect its business.

ITEM 2.  PROPERTIES

         The Company owns property located at 135-137 East Rosemary Street,
Chapel Hill, North Carolina. This property currently serves as a parking
facility for employees and guests of the Company.

         The Company owns the office building and property located on the corner
of North Columbia and West Rosemary Streets in Chapel Hill, North Carolina which
serves as the Company's corporate headquarters. The building contains
approximately 23,000 square feet. The Company's principal subsidiary, ITIC,
leases office space in 30 locations throughout North Carolina, South Carolina,
Michigan and Virginia.

         See Note 8 in the 1996 Annual Report to Shareholders incorporated
herein by reference for the amounts of future minimum lease payments. Each of
the office facilities occupied by the Company and its subsidiaries are in good
condition and adequate for present operations.

ITEM 3.  LEGAL PROCEEDINGS

         The Company and its subsidiaries are involved in litigation on a number
of claims which arise in the normal course of business, none of which, in the
opinion of management are expected to have a material adverse effect on the
Company's consolidated financial position.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS

         No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended December 31, 1996.



                                        9

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ITEM 4A. EXECUTIVE OFFICERS OF THE COMPANY

Identification of Executive Officers

         The following table sets forth the executive officers of the Company as
of December 31, 1996. Each officer is appointed at the annual meeting of the
Board of Directors to serve until the next annual meeting of the board or until
his respective successor has been elected.

                               Position with               Officer     Term to
Name                    Age    Registrant                  Since       Expire

J. Allen Fine           62     President                   1973        1997
                               and
                               Director

Elizabeth P. Bryan      36     Vice President              1987        1997
                               and Assistant Secretary

James A. Fine, Jr.      34     Vice President              1987        1997


W. Morris Fine          30     Vice President and          1992        1997
                               Treasurer

L. Dawn Martin          31     Vice President              1993        1997
                               and Assistant Secretary

Carl E. Wallace, Jr.    52     Vice President              1977        1997
                               and Secretary


         J. Allen Fine, President and Chairman of the Board of Directors, is the
father of James A. Fine, Jr., Vice President of the Company, and W. Morris Fine,
also a Vice President and Treasurer of the Company.

         The business experience of the Executive Officers of the Company is set
forth below:

J. Allen Fine was the principal organizer of ITIC and has been Chairman of the
Board of that Company, the Registrant, and NE-ITIC since their incorporation.
Mr. Fine served as President of ITIC until February, 1997 when he was named
Chief Executive Officer. Additionally, Mr. Fine serves as President of the
Company and President and Chief Executive Officer of NE-ITIC. Mr. Fine also
serves as Chairman of the Board

                                       10

<PAGE>



of ITEC and SCDP. Mr. Fine is the father of James A. Fine, Jr., Vice President
of the Company, and W. Morris Fine, Vice President and Treasurer of the Company.

Elizabeth P. Bryan joined the Company in 1985 as Controller of the Company, ITIC
and NE-ITIC. In 1987 she was named Vice President of the Company, Vice
President- Accounting of ITIC and Vice President of NE-ITIC. In 1988, Ms. Bryan
was named Vice President, Treasurer and Director of ITEC. In 1996, she was named
Treasurer of NE-ITIC, and Vice President and Treasurer of SCDP. In 1997, Ms.
Bryan was named Assistant Secretary of the Company.

James A. Fine, Jr. joined the Company in 1986 as Investment Manager of ITIC and
NE- ITIC. In 1987 he was named Vice President of the Company and Vice
President-Finance of ITIC and Vice President of NE-ITIC. In 1988, he was named
President and Director of ITEC. In 1990, he was appointed Director of ITIC and
in 1991 was appointed Director of NE-ITIC. In 1994, Mr. Fine was named Vice
President and Director of SCDP. In 1996, he was named Executive Vice President
and Chief Financial Officer of NE-ITIC and President of SCDP. In 1997, Mr. Fine
was named Executive Vice President and Chief Financial Officer of ITIC. James A.
Fine, Jr. is the son of J. Allen Fine, President and Chairman of the Board of
the Company, and brother of W. Morris Fine, Vice President and Treasurer of the
Company.

W. Morris Fine joined the Company in July, 1992, and was subsequently named Vice
President of the Company, Vice President-Marketing of ITIC, and Vice President
of ITEC. In 1993, Mr. Fine was named Treasurer of the Company and ITIC; Vice
President and Director of NE-ITIC; and Director of ITIC and ITEC. In 1994, Mr.
Fine was named Treasurer and Director of SCDP. In 1995, he was named Treasurer
of NE- ITIC. In 1996, he was named Executive Vice President and Chief Operating
Officer of NE-ITIC. In 1997, Mr. Fine was named President and Chief Operating
Officer of ITIC. Mr. Fine graduated from the University of North Carolina at
Chapel Hill in 1988 and, upon graduation, was employed by Ernst & Young as a
Senior Auditor prior to joining Investors Title. W. Morris Fine is the son of J.
Allen Fine, President and Chairman of the Board of the Company, and brother of
James A. Fine, Jr., Vice President of the Company.

L. Dawn Martin joined the Company in February, 1991, and was subsequently named
Vice President, Assistant Secretary and Director of ITEC. In 1993, Ms. Martin
was named Vice President of the Company and Vice President-Human Resources of
ITIC. In 1994, Ms. Martin was named Assistant Secretary for both the Company and
ITIC, and Secretary of ITEC and SCDP. In 1995, she was appointed as Director of
ITIC and SCDP, and named Assistant Secretary of NE-ITIC. Ms. Martin was
previously employed by Elite Personnel, Inc., as a Personnel Coordinator and by
Judith Fox Temporaries, Inc., as a Senior Personnel Coordinator.

Carl E. Wallace, Jr. is Vice President and Secretary of the Company. Since 1974,
he has

                                       11

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also held the positions of Vice President and Secretary of NE-ITIC, as well as
Vice President-Business Development, Secretary and Title Attorney for ITIC. In
1990, he was appointed Director of ITIC. In 1994, Mr. Wallace was named Vice
President and Director of SCDP.


                                     PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The high and low sales prices for the common stock on NASDAQ and the
dividends paid per common share for each quarter in the last two fiscal years
are indicated under "Operations Summaries" in the 1996 Annual Report to
Shareholders and are incorporated herein by reference.

ITEM 6.  SELECTED FINANCIAL DATA

         The selected financial data for the five years ended December 31, 1996
is in the 1996 Annual Report to Shareholders under the caption "Financial
Highlights" and is incorporated herein by reference. The information should be
read in conjunction with the Financial Statements and Notes and the Management's
Discussion and Analysis of Results of Operations and Financial Condition which
are in the 1996 Annual Report to Shareholders and are incorporated herein by
reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

         Management's Discussion and Analysis of Results of Operations and
Financial Condition in the 1996 Annual Report to Shareholders is incorporated
herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The financial statements and supplementary data in the 1996 Annual
Report to Shareholders are incorporated herein by reference.

         The financial statement schedules meeting the requirements of
Regulation S-X are shown as Schedules I, II, III, IV and V included on pages 19
through 26.

         The supplementary data (Selected Quarterly Operating Results) in the
1996 Annual Report to Shareholders is incorporated herein by reference.



                                       12

<PAGE>



ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         There were no changes in, nor disagreements with accountants on
accounting and financial disclosure.

                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Identification of Directors

         Information pertaining to Directors of the Company under the heading
"Election of Directors" in the Company's definitive Proxy Statement for the
Annual Meeting of Shareholders to be held on May 13, 1997 is incorporated herein
by reference. Other information with respect to executive officers is contained
in Part I - Item 4(a) under the caption "Executive Officers of the Company".

ITEM 11. EXECUTIVE COMPENSATION

         Information pertaining to executive compensation under the heading
"Executive Compensation" in the Company's definitive Proxy Statement relating to
the Annual Meeting of Shareholders to be held on May 13, 1997 is incorporated
herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Information pertaining to securities ownership of certain beneficial
owners and management under the heading "Ownership of Stock by Executive
Officers and Certain Beneficial Owners" in the Company's definitive Proxy
Statement relating to the Annual Meeting of Shareholders to be held on May 13,
1997 is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Information pertaining to certain relationships and related
transactions under the heading "Compensation Committee Interlocks and Insider
Participation" in the Company's definitive Proxy Statement relating to the
Annual Meeting of Shareholders to be held on May 13, 1997 is incorporated herein
by reference.


                                       13

<PAGE>



                                     PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(A) The following documents are filed as part of this report:
1. Financial Statements

         The following financial statements in the 1996 Annual Report to
Shareholders are hereby incorporated by reference in Item 8:

          Independent Auditors' Report
          Consolidated Balance Sheets as of December 31, 1996 & 1995
          Consolidated Statements of Income for the Years Ended December 31,
                  1996, 1995 & 1994
          Consolidated Statements of Stockholders' Equity for the Years Ended
                  December 31, 1996, 1995, & 1994
          Consolidated Statements of Cash Flows for the Years Ended
                  December 31, 1996, 1995 & 1994
          Notes to Consolidated Financial Statements

2. Financial Statement Schedules

The following is a list of financial statement schedules and the Auditors'
Report on such schedules filed as part of this report on Form 10-K:

Investors Title Company and Subsidiaries:
Independent Auditors' Report on Financial Statement Schedules

Schedule Number                     Description

I                           Summary of Investments- Other Than Investments
                                    in Related Parties
II                          Condensed Financial Information of Registrant
III                         Supplementary Insurance Information
IV                          Reinsurance
V                           Valuation and Qualifying Accounts

All other schedules are omitted, as the required information is not applicable
or required, or the information is presented in the consolidated financial
statements or the notes thereto.



                                       14

<PAGE>



3. Exhibits

                                                 Page Number or
Exhibit                                          Incorporation by
Number      Description                          Reference to

(3)(i)      Articles of Incorporation            Exhibit 1 to Form 10,
                                                 dated June 12, 1984

(3)(ii)     By-Laws                              Exhibit 2 to Form 10,
                                                 dated June 12, 1984


(3)(iii)    Amendment to Bylaws adopted          Page 27 of this report.
            March 10, 1997

Management contract of compensatory plan or arrangement
(Exhibits (10)(i) - (10)(viii))

(10)(i)     1988 Incentive Stock Option Plan     Exhibit 10 to Form
                                                 10-K, page 31, dated
                                                 December 31, 1989

(10)(ii)    1993 Incentive Stock Option Plan     Exhibit 10 to Form
                                                 10-K, page 32, dated
                                                 December 31, 1993

(10)(iii)   1993 Incentive Stock Option Plan-    Exhibit 10 to Form
            W. Morris Fine                       10-K, page 33, dated
                                                 December 31, 1993

(10)(iv)    Employment Agreement dated           Exhibit 10 to Form
            February 9, 1984 with                10-K, page 14, dated
            J. Allen Fine, President             December 31, 1985

(10)(v)     Form of Incentive Stock Option       Exhibit 10(v) to Form
            Agreement under 1993 Incentive       10-K, page 29, dated
            Stock Option Plans                   December 31, 1994

(10)(vi)    Form of Amendment dated              Exhibit 10(vi) to Form
            November 8, 1994 to Stock Option     10-Q, page 11, dated
            Agreement dated as of November 13,   March 31, 1995
            1989


                                       15

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(10)(vii)   Form of Stock Option Agreement       Exhibit 10(vii) to Form
            dated November 13, 1989              10-Q, page 13, dated
                                                 March 31, 1995

(10)(viii)  1997 Stock Option and Restricted     Page 29 of this report.
            Stock Plan

(13)        Portions of 1996 Annual              Included herewith
            Report to Shareholders
            incorporated by reference
            in this report as set forth
            in Part II hereof.

(21)        Subsidiaries of Registrant           Exhibit 21 to Form
                                                 10-K, page 55, dated
                                                 December 31, 1994

(27)        Financial Data Schedule              Included herewith

(B) Reports on Form 8-K

         No reports were filed on Form 8-K for the fourth quarter.

                                       16

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                             INVESTORS TITLE COMPANY



                             By:/s/J. Allen Fine
                                   J. Allen Fine
                                   President, Chairman
                             Date March 26, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities on the 26th day of March, 1997.

/s/J. Allen Fine                              /s/William J. Kennedy III
J. Allen Fine, President, Chairman            William J. Kennedy III, Director



/s/Elizabeth P. Bryan                         /s/H. Joe King, Jr.
Elizabeth P. Bryan, Vice President            H. Joe King, Jr., Director
(Principal Accounting Officer)


/s/William Morris Fine
William Morris Fine, Vice President           Richard W. McEnally, Director
and Treasurer (Principal Financial Officer)


/s/Lillard H. Mount                           /s/James R. Morton
Lillard H. Mount, Director and                James R. Morton, Director
General Counsel


/s/David L. Francis                           /s/A. Scott Parker, Jr.
David L. Francis, Director                    A. Scott Parker, Jr., Director




Loren B. Harrell, Jr., Director

                                       17

<PAGE>


(Deloitte & Touche LLP
Letterhead appears here)






INDEPENDENT AUDITORS' REPORT


Investors Title Company:

We have audited the consolidated financial statements of Investors Title Company
(the "Company") and its subsidiaries as of December 31, 1996 and 1995, and for
each of the three years in the period ended December 31, 1996, and have issued
our report thereon dated January 29, 1997; such consolidated financial
statements and report are included in your 1996 Annual Report to Shareholders
and are incorporated herein by reference. Our audits also included the
consolidated financial statement schedules of the Company, listed in Item 14.
These financial statement schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits. In
our opinion, such financial statement schedules, when considered in relation to
the basic consolidated financial statements taken as a whole, present fairly in
all material respects the information set forth therein.


(Deloitte & Touche LLP signature appears here)


January 29, 1997




(Deloitte Touche
Footer appears here)

                                       18

<PAGE>


                                                                      SCHEDULE I

                    INVESTORS TITLE COMPANY AND SUBSIDIARIES
                             SUMMARY OF INVESTMENTS
                             As of December 31, 1996

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------------
                                                                                                            Amount at
                                                                                                           which shown
                                                                                                             in the
Type of Investment                                            Cost(1)             Market Value            Balance Sheet
---------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                 <C>                      <C>           
Fixed Maturities:
  Bonds:
    States, municipalities and political
      subdivisions                                             $15,595,059             $16,047,790             $15,892,518
     Foreign governments                                           145,922                 138,274                 138,274
     Public utilities                                              497,933                 505,000                 505,000
    Convertibles and bonds with warrants
      attached                                                      10,000                  11,300                  11,300
     All other corporate bonds                                   1,367,998               1,384,000               1,384,000
  Certificates of deposit                                          169,004                 169,004                 169,004
                                                         ------------------    --------------------    --------------------
      Total fixed maturities                                    17,785,916              18,255,368              18,100,096
                                                         ------------------    --------------------    --------------------

Equity Securities:
  Common Stocks:
      Public utilities                                             279,864                 447,988                 447,988
      Banks, trust and insurance companies                         555,147               1,144,692               1,144,692
      Industrial, miscellaneous and all other                    2,018,799               3,232,749               3,232,749
  Nonredeemable preferred stocks                                   631,117                 648,138                 648,138
                                                         ------------------    --------------------    --------------------
      Total equity securities                                    3,484,927               5,473,567               5,473,567
                                                         ------------------    --------------------    --------------------
Total investments per the consolidated balance sheet            21,270,843                                      23,573,663
                                                         ------------------                            --------------------

Short-term investments                                           3,833,153                                       3,833,153
                                                         ------------------                            --------------------
      Total investments                                        $25,103,996                                     $27,406,816
                                                         ==================                            ====================
</TABLE>

(1) Fixed maturities are shown at amortized cost and equity securities are shown
at original cost.

                                       19

<PAGE>



                                                                     SCHEDULE II

                    INVESTORS TITLE COMPANY (PARENT COMPANY)
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                                 BALANCE SHEETS
                        AS OF DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>


                                                                1996          1995
<S>                                                        <C>           <C>        
Assets
Cash and Cash Equivalents                                  $   139,668   $    41,370
                                                           -----------   -----------

Equity Securities                                               90,000          --
                                                           -----------   -----------

Investments in Affiliated Companies at Equity*              22,743,358    19,507,982
                                                           -----------   -----------

Receivables:
  Income taxes receivable                                      463,445       564,387
  Other                                                         45,232        58,839
                                                           -----------   -----------
    Total receivables                                          508,677       623,226
                                                           -----------   -----------

Deferred Income Tax                                             25,688        18,572
                                                           -----------   -----------

Prepaid Expenses and Other Assets                              218,122       218,122
                                                           -----------   -----------

Property-At Cost:
  Land                                                         782,582       782,582
  Office buildings and improvements                          1,293,726     1,293,726
  Furniture, fixtures and equipment                             82,138       139,158
                                                           -----------   -----------
    Total                                                    2,158,446     2,215,466
  Less accumulated depreciation                                366,687       298,126
                                                           -----------   -----------
  Property, net                                              1,791,759     1,917,340
                                                           -----------   -----------

Total Assets                                               $25,517,272   $22,326,612
                                                           ===========   ===========

Liabilities and Stockholders' Equity
Liabilities:
  Accounts payable and accrued liabilities                 $   120,927   $   140,507
  Notes payable                                                     --       362,000
                                                           -----------   -----------
    Total liabilities                                          120,927       502,507
                                                           -----------   -----------

Stockholders' Equity:
  Common stock-No par (shares authorized,
    6,000,000; 2,855,744 and 2,855,744 shares issued and
    2,767,830 and 2,790,633 shares outstanding 1996 and
    1995, respectively)                                      1,650,350     1,650,350
  Retained earnings                                         23,745,995    20,173,755
                                                           -----------   -----------
    Total stockholders' equity                              25,396,345    21,824,105
                                                           -----------   -----------

Total Liabilities and Stockholders' Equity                 $25,517,272   $22,326,612
                                                           ===========   ===========

</TABLE>


*Eliminated in consolidation.
See notes to condensed financial statements.


                                       20

<PAGE>




                                                                     SCHEDULE II

                    INVESTORS TITLE COMPANY (PARENT COMPANY)
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                              STATEMENTS OF INCOME
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>


                                                       1996         1995            1994
                                                       ----         ----            ----
<S>                                             <C>            <C>            <C>        
REVENUES:
     Investment income-interest and dividends   $    67,163    $    19,430    $    16,311
     Rental income                                  350,331        304,931        321,057
     Miscellaneous income                             1,000           --             --
                                                -----------    -----------    -----------
          Total                                     418,494        324,361        337,368
                                                -----------    -----------    -----------
OPERATING EXPENSES:
     Office occupancy and operations                142,872        121,415        125,088
     Business development                             8,593          9,079          9,192
     Taxes-other than payroll and income             49,579         47,032         39,632
     Professional fees                               33,684         18,251          8,864
     Interest expense                                 7,692         43,191         76,633
     Other expenses                                  36,231         92,769         33,324
                                                -----------    -----------    -----------
          Total                                     278,651        331,737        292,733
                                                -----------    -----------    -----------

EQUITY IN NET INCOME OF AFFILIATED COS.*          3,745,375      3,138,446      3,103,224
                                                -----------    -----------    -----------


INCOME BEFORE INCOME TAXES                        3,885,218      3,131,070      3,147,859
                                                -----------    -----------    -----------

INCOME TAX EXPENSE (BENEFIT):
     Current                                         48,797       (113,417)      (108,656)
     Deferred                                        (7,116)        (6,171)       129,656
                                                -----------    -----------    -----------
          Total                                      41,681       (119,588)        21,000
                                                -----------    -----------    -----------

NET INCOME                                      $ 3,843,537    $ 3,250,658    $ 3,126,859
                                                ===========    ===========    ===========

EARNINGS PER COMMON SHARE                       $      1.39    $      1.16    $      1.10
                                                ===========    ===========    ===========

</TABLE>


* ELIMINATED IN CONSOLIDATION
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS.





                                       21



<PAGE>




                                                                     SCHEDULE II

                    INVESTORS TITLE COMPANY (PARENT COMPANY)
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                            STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>


                                                                                 1996           1995           1994
                                                                                 ----           ----           ----
<S>                                                                          <C>            <C>            <C>        
OPERATING ACTIVITIES:
  Net income                                                                 $ 3,843,537    $ 3,250,658    $ 3,126,859
   Adjustments to reconcile net income to net cash provided
     by operating activities:
         Equity in net earnings of subsidiaries less dividends received of
           $510,000, $856,828 and $772,774 in 1996, 1995 and 1994,
           respectively                                                       (3,235,375)    (2,281,618)    (2,350,450)
         Depreciation                                                             68,560         67,793         58,821
         Provision (benefit) for deferred income taxes                            (7,116)        (6,171)       129,656
         Decrease in receivables                                                  13,607          1,216         68,987
         (Increase) decrease in income taxes receivable-current                  100,942       (311,222)        42,388
         Decrease in prepaid expenses                                               --             --              860
         Increase (decrease) in accounts payable and accrued liabilities         (19,580)        39,861         (6,972)
                                                                              -----------   -----------    -----------
            Net cash provided by operating activities                            764,575        760,517      1,070,149
                                                                             -----------    -----------    -----------

INVESTING ACTIVITIES:
   Purchases of securities                                                       (30,000)          --             --
   Purchases of furniture and equipment                                           (2,980)       (69,605)       (53,424)
                                                                             -----------    -----------    -----------
           Net cash used in investing activities                                 (32,980)       (69,605)       (53,424)
                                                                             -----------    -----------    -----------

FINANCING ACTIVITIES:
   Payments on demand notes                                                     (362,000)      (500,000)    (1,000,000)
   Dividends paid                                                               (271,297)      (228,460)      (228,460)
                                                                             -----------    -----------    -----------
           Net cash used in financing activities                                (633,297)      (728,460)    (1,228,460)
                                                                             -----------    -----------    -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                              98,298        (37,548)      (211,735)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                      41,370         78,918        290,653
                                                                             -----------    -----------    -----------
CASH AND CASH EQUIVALENTS, END OF YEAR                                       $   139,668    $    41,370    $    78,918
                                                                             ===========    ===========    ===========

SUPPLEMENTAL DISCLOSURES:
CASH PAID DURING THE YEAR FOR:
   Interest                                                                  $    15,837    $    35,046    $    70,054
                                                                             ===========    ===========    ===========
   Income Taxes                                                              $   371,193    $   227,087    $   149,372
                                                                             ===========    ===========    ===========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:
Net unrealized gains (losses) on investments in common stocks were $0 in 1996,
1995 and 1994.

See notes to condensed financial statements.

During 1996, the Company exchanged assets with a value of $60,000 for an equity
investment.
</TABLE>



                                       22


<PAGE>

                                                                     SCHEDULE II

                    INVESTORS TITLE COMPANY (PARENT COMPANY)
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                     NOTES TO CONDENSED FINANCIAL STATEMENTS




1.       The accompanying condensed financial statements should be read in
         conjunction with the consolidated financial statements and notes
         thereto of Investors Title Company and Subsidiaries.

2.       Cash dividends paid to Investors Title Company by its wholly owned
         subsidiary, Investors Title Insurance Company, were $350,000, $836,828,
         and $732,774 in 1996, 1995 and 1994, respectively. Cash dividends paid
         to Investors Title Company by its wholly owned subsidiary, Investors
         Title Exchange Corporation were $160,000, $20,000, and $40,000 in 1996,
         1995 and 1994, respectively.

3.       Notes payable consists of one note payable totaling $362,000 to
         Investors Title Insurance Company. The note was paid off in March 1996.

4.       Certain 1995 and 1994 amounts have been reclassified to conform with
         1996 classifications.


                                       23





<PAGE>

                                                                    SCHEDULE III


                    INVESTORS TITLE COMPANY AND SUBSIDIARIES
                       SUPPLEMENTARY INSURANCE INFORMATION

              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                      FUTURE
                                                      POLICY                         OTHER
                                                    BENEFITS,                       POLICY                                          
                                   DEFERRED          LOSSES,                        CLAIMS                                          
                                    POLICY            CLAIMS                          AND                              NET          
                                  ACQUISITION        AND LOSS        UNEARNED      BENEFITS        PREMIUM         INVESTMENT       
           SEGMENT                   COST            EXPENSES        PREMIUMS       PAYABLE        REVENUE           INCOME         
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                             <C>          <C>                <C>         
YEAR ENDED
DECEMBER 31, 1996
TITLE                                 ---               5,086,065      ---              60,902       21,111,155         1,352,932   

YEAR ENDED
DECEMBER 31, 1995
TITLE                                 ---               3,836,065      ---              38,601       15,854,140         1,140,636   

YEAR ENDED
DECEMBER 31, 1994
TITLE                                 ---               3,635,850      ---              52,848       15,596,643         1,046,712   



<CAPTION>


                                   



                              -------------------------------------------------------------------- 
                                                                                                   
                                                                                                   
                                BENEFITS         AMORTIZATION                                      
                                CLAIMS,          OF DEFERRED                                       
                               LOSSES AND           POLICY              OTHER                      
                               SETTLEMENT        ACQUISITION          OPERATING       PREMIUMS     
                                EXPENSES            COSTS             EXPENSES         WRITTEN     
                              -------------------------------------------------------------------- 
<S>                                <C>                                   <C>                       
YEAR ENDED       
DECEMBER 31, 1996                                                                                  
TITLE                              2,939,741         ---                 14,629,904      N/A       
                                                                                                   
YEAR ENDED                                                                                         
DECEMBER 31, 1995                                                                                  
TITLE                              1,429,660         ---                 11,532,632      N/A       
                                                                                                   
YEAR ENDED                                                                                         
DECEMBER 31, 1994                                                                                  
TITLE                              1,446,068         ---                 11,062,998      N/A       
                                                                                                   
</TABLE>
                              
                                       24


<PAGE>





                                                                     SCHEDULE IV


                    INVESTORS TITLE COMPANY AND SUBSIDIARIES
                                   REINSURANCE
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                     CEDED TO        ASSUMED FROM                        PERCENTAGE OF
                                       GROSS          OTHER              OTHER              NET              AMOUNT
                                      AMOUNT        COMPANIES          COMPANIES          AMOUNT         ASSUMED TO NET
---------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>              <C>                  <C>         <C>                            <C>         

YEAR ENDED
DECEMBER 31, 1996
TITLE INSURANCE PREMIUMS             $21,187,689         $121,093             $44,559     $21,111,155                    0.2%

YEAR ENDED
DECEMBER 31, 1995
TITLE INSURANCE PREMIUMS              15,903,006           78,683              29,817      15,854,140                    0.2%

YEAR ENDED
DECEMBER 31, 1994
TITLE INSURANCE PREMIUMS              15,579,517           51,106              68,232      15,596,643                    0.4%
</TABLE>


                                       25





<PAGE>



                                                                      SCHEDULE V

                    INVESTORS TITLE COMPANY AND SUBSIDIARIES
                        VALUATION AND QUALIFYING ACCOUNTS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
                            BALANCE AT          ADDITIONS             ADDITIONS CHARGED
                             BEGINNING         CHARGED TO                  TO OTHER            DEDUCTIONS-      BALANCE AT
DESCRIPTION                  OF PERIOD     COSTS AND EXPENSES        ACCOUNTS - DESCRIBE        DESCRIBE      END OF PERIOD
------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                        <C>                             <C>             <C>        <C>     
1996
PREMIUMS RECEIVABLE
VALUATION PROVISION            $120,000                   $80,000                         $0              $0         $200,000

1995
PREMIUMS RECEIVABLE
VALUATION PROVISION             120,000                         0                          0               0          120,000

1994
PREMIUMS RECEIVABLE
VALUATION PROVISION             120,000                         0                          0               0          120,000
</TABLE>







                                       26