Exhibit 14
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                       CODE OF BUSINESS CONDUCT AND ETHICS


      This Code of Business Conduct and Ethics covers a wide range of business
practices and procedures. It does not address every situation that may arise,
but it sets forth basic principles to guide you. We expect all of the employees,
directors, representatives and agents of Investors Title Company and its
subsidiaries (collectively, the "Company") to conduct themselves according to
this Code and to seek to avoid even the appearance of improper behavior.

      If a law conflicts with this Code, always comply with the law; however, if
a local custom or policy conflicts with this Code, you must comply with the
Code. If you have any questions about such a conflict, discuss the situation
with your supervisor.

      Anyone who violates this Code will be subject to disciplinary action up to
and including dismissal. If you are in or if you observe a situation that you
believe is or may lead to a violation of the Code, follow the guidelines set
forth in Section 14 below.

1.    Compliance with Laws, Rules and Regulations

      Obeying the law, both in letter and in spirit, is one of the foundations
on which the Company's ethical standards were built. We expect all of our
employees to obey the laws of the cities and states in which we do business.
Perceived pressures from supervisors and demands due to business conditions are
no excuse for violating the law. Seek advice from your supervisor or other
appropriate person if you have any questions about whether you are in compliance
with applicable laws and regulations.

2.    Conflicts of Interest

      A conflict of interest exists when a person's private interests interfere
with the Company's interests. For example, a conflict of interest may arise when
an employee, officer or director takes an action or has an interest that could
make it difficult for him to perform his job for the Company effectively and
objectively. A conflict of interest may also arise when an employee, officer or
director, or a member of his or her family, receives an improper personal
benefit as a result of his or her position with the Company.

         There is usually a conflict of interest when a Company employee also
works for a competitor, supplier or customer. To avoid such conflicts, employees
are prohibited from working for or serving as a director of any of our
competitors, suppliers or customers. You should try to avoid any business
connection, whether direct or indirect, with our competitors, suppliers and
customers unless such connection is made on the Company's behalf.

      The offer or acceptance of entertainment or gifts in a business setting
may also result in a conflict of interest, regardless of good intentions.
Company employees and their family members should not accept any gift or
entertainment in a business context unless (1) it is not a

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cash gift, (2) it is not excessive in value, (3) it is consistent with customary
business practices, (4) it cannot be construed as a bribe or payoff and (5) it
does not violate any laws or regulations. Furthermore, Company employees should
not offer any gift or entertainment in the business context if it could be
construed as a bribe or payoff, or if it is in violation of any laws or
regulations. If you are uncertain whether a gift or entertainment is
appropriate, discuss it with your supervisor.

      It is our policy that conflicts of interest are prohibited unless approved
by the Board of Directors. For more information, please refer to our Conflict of
Interest Policy.

3.    Insider Trading

      Employees may not trade in Company securities using knowledge obtained
from their jobs if the information has not been made public, as this is a
violation of United States securities laws. It is also illegal to "tip" others
who might make an investment decision based on inside knowledge that you
provided. You may not use non-public information to buy or sell stock or options
in the Company or its customers or suppliers. For more information, please refer
to our Insider Trading and Tipping Policy.

4.    Corporate Opportunities

      Employees, officers and directors owe a duty to the Company to act in its
best interests and advance its legitimate interests when the opportunity arises.
Employees, officers and directors may not take for themselves opportunities they
discover through the use of Company information, property or position without
the prior consent of the Board of Directors. Employees may not compete with the
Company, directly or indirectly, and they may not use Company property,
information or position to obtain an improper personal gain.

5.    Competition and Fair Dealing

      We seek to outperform our competitors and build long term relationships
with our customers through honesty, integrity and superior performance. All of
our advertising and marketing materials are truthful and accurate. Deliberately
misleading statements, false claims and the omission of material facts by our
employees are unacceptable.

      We only obtain business legally and ethically. Bribes and kickbacks are
not acceptable. Our employees may not use illegal or unethical means of
obtaining information about our competitors. Stealing proprietary information,
possessing trade secrets that were obtained without the owner's consent, and
inducing former or current employees of our competitors to make such disclosures
is strictly prohibited.

      To maintain our reputation, compliance with this policy is essential. If
you believe that you may have obtained confidential information or trade secrets
of another company by mistake, or have any questions about the legality of
methods of marketing or obtaining information, you should discuss the situation
with your supervisor immediately.


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6.    Discrimination and Harassment

      The Company is firmly committed to providing equal opportunity in all
aspects of employment. Employment decisions are based on business reasons, such
as talent, qualifications and achievements, and will comply with local and
national employment laws. Our employees are expected to treat each other with
respect and fairness at all times. For more information, please refer to your
Employee Handbook.

7.    Health and Safety

      The Company strives to provide you with a safe and healthful working
environment and asks that you help maintain this environment by following safety
and health rules and practices. You should immediately report accidents,
injuries, and unsafe equipment, practices or conditions to a supervisor.

      Violence and threatening behavior are not permitted. In order to protect
the safety of our employees, customers and guests, every employee is expected to
report to work in condition to perform their duties and free from the influence
of illegal drugs or alcohol. The use of illegal drugs and alcohol in the
workplace will not be tolerated. For more information, please refer to your
Employee Handbook.

8.    Record-Keeping

      The Company requires honest and accurate record-keeping and information
reporting in order to make responsible business decisions. All financial records
and accounts must accurately reflect all transactions and events and conform to
applicable accounting principles and the Company's system of internal controls.
No false or artificial entries may be made and all payments made may be used
only for the purpose indicated in the supporting documentation.

      Many employees regularly use expense accounts and Company credit cards.
These must be documented and recorded accurately. If you are not sure whether an
expense is legitimate, ask your supervisor or the Accounting Department.

      All business records and communications should be clear, truthful and
accurate. Business records and communications often become public; therefore,
you should avoid exaggeration, colorful language, guesswork and derogatory
remarks or characterizations of people and companies. This applies to all
communications, including email, internal memos and formal reports. Records
should always be retained or destroyed according to the Company's record
retention policies. For more information, please refer to the Electronic
Communications and Software Policy.

9.    Confidentiality

      Employees may not disclose the Company's confidential information except
to another person with a legitimate business need to know or except as required
by applicable laws and regulations. Confidential information includes, but is
not limited to, business, marketing and


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service plans, engineering ideas, designs, databases, records, salary
information, unpublished financial data and reports, and intellectual property
such as trade secrets, patents, trademarks and copyrights. We must protect
confidential customer and supplier information as carefully as we protect our
own by marking confidential information as such, keeping the information secure,
and limiting access to those who need to know in order to do their jobs. The
obligation to protect confidential information continues even after your
employment with the Company has ended. For more information, please refer to the
Confidentiality of Company Information policy and the Electronic Communications
and Software Policy.

10.   Protection and Use of Company Assets

      Employees have a responsibility to protect the Company's assets from
theft, carelessness and waste, as these have a direct negative impact on the
Company's profitability. Company equipment should not be used for non-Company
business, although incidental personal use is permitted. Any suspected incident
of theft or fraud should immediately be reported to a supervisor for
investigation.

11.   Payments to Government Personnel

      When dealing with governments in any capacity, we must take special care
to comply with all legal and contractual obligations. The U.S. Foreign Corrupt
Practices Act prohibits giving anything of value, directly or indirectly, to any
foreign government official or political candidate in order to obtain or retain
business. Furthermore, this Act prohibits anyone from making illegal payments to
government officials of any country.

12.   Waiver of the Code of Business Conduct and Ethics

      Only the Board of Directors or a committee of the Board of Directors may
waive the application of any part of this Code to an officer or director. Such a
waiver must be promptly disclosed pursuant to applicable laws and stock exchange
regulations.

13.   Reporting Illegal or Unethical Behavior

      We encourage you to talk to a supervisor about observed illegal or
unethical behavior and whenever you are in doubt about the best course of action
to take in a particular situation. The Company does not permit or tolerate any
kind of retaliation against employees for good faith reports of illegal
activities or ethical violations by others. Employees are expected to fully
cooperate in internal investigations of misconduct. For more information, please
refer to your Employee Handbook and the Employee Complaint Policy for Auditing
and Accounting Matters.


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14.   Compliance Procedures

      In some situations, it is difficult to know whether the Code is being or
will be violated. Since we cannot anticipate every situation that may arise and
address it in this Code, the following guidelines will assist you in evaluating
whether the Code is being or will be violated:

      Make sure you have all of the facts. You should be as fully informed as
possible in order to make the right decision.

      Ask yourself whether what you are being asked to do seems unethical or
improper. This will enable you to focus on the issue you are facing and the
alternatives that are available to you. Remember to use your common sense. If
something seems to be unethical or improper, it probably is.

      Clarify your role and responsibility. In many situations, there is shared
responsibility. If your co-workers are informed about the situation, it may be
helpful to discuss it with them.

      Discuss the situation with your supervisor. Often, your supervisor will be
more knowledgeable about the issue and will appreciate being brought into the
decision-making process. Keep in mind that it is your supervisor's job to help
solve problems. If you do not feel comfortable speaking to your supervisor, talk
to another member of management.

      Ask first and act later. If you are unsure of what to do in a certain
situation, always seek guidance before you take action.

      Report violations in confidence and without fear of retaliation. If a
situation requires that your identity be kept a secret, your anonymity will be
protected. The Company does not permit or tolerate any kind of retaliation
against employees for good faith reports of illegal activities or ethical
violations by others.


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