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

                                    FORM 10-K405/A
(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, 1999

  [ ]  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.   Yes X   No

On February 24, 2000 the aggregate market value of the voting and nonvoting
common equity held by nonaffiliates of the registrant was $24,627,777.


On February 24, 2000 the number of common shares outstanding was 2,620,667.
<TABLE>
<CAPTION>

                                  DOCUMENTS INCORPORATED BY REFERENCE
<S>                                                                                                         <C>
      Documents                                                                                        Form 10-K Reference
      ---------                                                                                        -------------------
      Portions of Annual Report to Shareholders                                                        Part I, Items 1 and 2
      for fiscal year ended December 31, 1999                                                          Part II, Items 5 - 8
                                                                                                       Part IV, Item 14
      Portions of Proxy Statement (in connection with Annual Meeting                                   Part III, Items 10 - 13
      to be held on May 9, 2000)
      Location of Exhibit Index: The Index to Exhibits is contained in Part IV herein on page 13.
</TABLE>

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                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act
of 1934, the Registrant has duly caused this Form 10-K405/A report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                             INVESTORS TITLE COMPANY


                              By: /s/J. Allen Fine
                              --------------------
                                  J. Allen Fine
                      Chairman and Chief Executive Officer
                              Date: April 5, 2000
                                   ---------------

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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, 1999 and 1998, and for
each of the three years in the period ended December 31, 1999, and have issued
our report thereon dated February 9, 2000; such consolidated financial
statements and report are included in the 1999 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.

/s/ Deloitte & Touche LLP
Raleigh, North Carolina
February 9, 2000

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