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

                                    FORM 10-K405
(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>


                                       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 Northeast Investors Title Insurance
Company ("NE-ITIC"), formerly Investors Title Insurance Company of South
Carolina, a South Carolina corporation, under a plan of exchange of shares of
common stock. 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. ITIC is the leading title insurer of North Carolina
property and has held this position for sixteen years. In addition, the Company
currently writes title insurance through issuing agents or branch offices in the
States of Alabama, Georgia, Indiana, Kentucky, Maryland, Michigan, Minnesota,
Mississippi, Nebraska, Pennsylvania, Tennessee, Virginia, West Virginia and
Wisconsin. 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 Arizona, Arkansas, Colorado, Connecticut, Delaware,
Florida, Idaho, Illinois, Kansas, Louisiana, Massachusetts, Missouri, Montana,
Nevada, New Jersey, North Dakota, Ohio, Oklahoma, Rhode Island, Texas, Utah,
Vermont and Wyoming.

         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.

         In the State of North Carolina, title insurance commitments and
policies are issued by the home office and branch offices. ITIC has 28 branch
offices in North Carolina.

                                       2
<PAGE>

         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. For the last three years, reinsurance activities
accounted for less than 1% of total premium volume.

         ITIC currently assumes primary risks up to $1,500,000, reinsures the
next $250,000 of risk with NE-ITIC, and all risks above $1,750,000 are then
reinsured with a non-related reinsurer.

         NE-ITIC currently assumes primary risks up to $250,000, reinsures the
next $1,500,000 of risk with ITIC, and reinsures all amounts above $1,750,000
with a non-related reinsurer.

         Both ITIC and NE-ITIC have self-imposed risk retention limits that are
more conservative than state insurance regulations require. ITIC's self-imposed
retention of $1,500,000 is only 15.53% of its statutorily permitted retention of
$9,660,161. NE-ITIC's self-imposed retention of $250,000 is only 21.61% of its
statutorily permitted retention of $1,156,657.

         ITIC's financial stability has been recognized by two Fannie Mae
approved actuarial firms with rating categories of "A Double Prime - unsurpassed
financial stability" and "A - strong overall financial condition."

         NE-ITIC's financial stability has been recognized by two Fannie Mae
approved actuarial firms with rating categories of "A Prime - unsurpassed
financial stability" and "A - strong overall financial condition."

         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.

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 net premiums written
during the years 1997 through 1999 by this subsidiary.

                                       3
<PAGE>

         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 net
premiums written during the years 1997 through 1999 by this subsidiary.

         For a description of Net Premiums Written geographically, refer to the
Management's Discussion and Analysis of Financial Condition and Results of
Operations in the 1999 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 the
least real estate activity, while the remaining quarters are more active.
Fluctuations in mortgage interest rates can cause shifts in real estate activity
outside of the normal seasonal pattern.

Marketing
---------

         ITIC's current and future marketing plan is based upon providing 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 28 branch offices. In South Carolina, ITIC operates
through a branch office and issuing agents located conveniently to customers
throughout the State. ITIC also writes title insurance policies through issuing
agents in Alabama, Georgia, Indiana, Kentucky, Maryland, Michigan, Minnesota,
Mississippi, Nebraska, Pennsylvania, Tennessee, Virginia, West Virginia and
Wisconsin.

         NE-ITIC currently operates through an agency office 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.


                                       4
<PAGE>


                                   SCHEDULE A




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

     1999                            1998                               1997

 $43,276,169                      $44,870,338                        $29,434,155
 ===========                      ===========                        ===========









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

    1999                              1998                                1997

 $543,396                            $509,358                           $441,195
 ========                            ========                           ========






                                       5
<PAGE>

Reserves
--------

         The reserves for claims for financial reporting purposes are
established based on criteria discussed in Notes 1 and 6 to the Financial
Statements incorporated by reference in this Form 10-K Annual Report.

Regulations
-----------

         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. The Company's two insurance
subsidiaries are subject to examination at any time by the insurance regulators
in the states where they are licensed.

         ITIC is domiciled in North Carolina and subject to North Carolina state
insurance regulations. Financial examinations are scheduled every five 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. Financial examinations are scheduled periodically
by the South Carolina Department of Insurance. NE-ITIC was last examined by the
South Carolina Department of Insurance commencing on June 22, 1998 for the
period January 1, 1994 through December 31, 1997 with no material deficiencies
noted.

         In addition to financial examinations, both ITIC and NE-ITIC are
subject to market conduct examinations. These audits examine domiciled state
activity. ITIC's last market conduct examination commenced on April 19, 1999 for
the period January 1, 1996 through December 31, 1998 with no material
deficiencies noted. NE-ITIC's last market conduct examination coincided with the
financial examination, which commenced on June 22, 1998 for the period January
1, 1994 through December 31, 1997. No material deficiencies were noted for
NE-ITIC by the market conduct examiners.

         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. For
years prior to 1999, ITIC reserved an amount equal to 10% of current year
premiums written and reduced such amounts annually by 5%. For years after 1998,
10% of direct premiums written plus premiums for reinsurance assumed less
premiums for reinsurance ceded is reserved and reduced annually, over a period
of 20 years, as follows: 20% the first year, 10% the second and third year, 5%
the for years four through ten, 3% for years eleven through fifteen, and 2% for
years sixteen through twenty.

                                       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 Company or its subsidiaries 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 subsidiaries. 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, 1999, ITIC reported $24,150,403 of capital and surplus, and
net income of $4,566,498; and NE-ITIC reported $2,313,314 of capital and
surplus, and net income of $36,844.

         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 Michigan, North Carolina, South
Carolina and Virginia. ITIC's major competitors are Chicago Title Insurance
Company, Commonwealth Land Title Insurance Company, Fidelity National Title
Insurance Company, First American Title Insurance Company, Lawyers Title
Insurance Corporation, Old Republic National Title Insurance Company and Stewart
Title Guaranty Company. Key elements that affect competition are price,
expertise, timeliness and quality of service, financial strength and size of the
insurer.

                                       7
<PAGE>

Investments
-----------

         The Company and its subsidiaries derive a substantial portion of their
income from investments in bonds (municipal and corporate) 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 1995 through 1999:

<TABLE>
<CAPTION>

                                        FOR THE YEARS ENDED DECEMBER 31
                                        -------------------------------
                             1999             1998              1997              1996              1995
                             ----             ----              ----              ----              ----

<S>                       <C>              <C>                <C>               <C>               <C>
Company                   $103,349         $ 76,390           $15,295           $67,162           $16,238
ITIC                     1,922,272        1,612,066         1,476,807         1,161,795         1,007,255
NE-ITIC                    139,088          133,975           126,426           121,007           111,939
Other                       10,962           12,518             9,660             2,968             5,204
                            ------           ------             -----             -----             -----
TOTAL                   $2,175,671       $1,834,949        $1,628,188        $1,352,932        $1,140,636
                        ==========       ==========        ==========        ==========        ==========
</TABLE>


         See Note 3 to the Financial Statements incorporated herein by reference
for the major categories of investments, earnings by investment categories,
scheduled maturities, amortized cost, and market values of investment
securities.

Employees
---------

         The Company had no paid employees. NE-ITIC had two full-time paid
employees as of December 31, 1999. Officers of the Company are full-time paid
employees of ITIC, which had 202 full-time employees and 17 part-time employees
as of December 31, 1999.

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.


                                       8
<PAGE>


ITEM 2.  PROPERTIES

          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 31 locations throughout North Carolina, South
Carolina, Michigan and Virginia. NE-ITIC leases office space in New York.

         The Company also owns several parcels adjacent to the Company's
facility.

         See Note 9 to the Financial Statements 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, 1999.

                                       9
<PAGE>
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, 1999. 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.
<TABLE>
<CAPTION>
                                    Position with             Officer           Term to
Name                       Age      Registrant                Since             Expire
----                       ---      ----------                -----             ------

<S>                        <C>                                <C>               <C>
J. Allen Fine              65       Chairman,                 1973              2000
                                    Director and
                                    CEO

James A. Fine, Jr.         37       President, Director       1987              2000
                                    and Treasurer

W. Morris Fine             33       Executive Vice            1992              2000
                                    President, Director
                                    and Secretary

Elizabeth P. Bryan         39       Vice President            1987              2000
                                    and Assistant Secretary

L. Dawn Martin             34       Vice President            1993              2000
                                    and Assistant Secretary
</TABLE>


         J. Allen Fine, Chief Executive Officer and Chairman of the Board of
Directors, is the father of James A. Fine, Jr., President, Director and
Treasurer of the Company, and W. Morris Fine, Executive Vice President, Director
and Secretary of the Company.

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

J. Allen Fine has been Chairman of the Board and Chief Executive Officer of the
Company since its incorporation. Mr. Fine also served as President of the
Company until May 1997. Mr. Fine is the father of James A. Fine, Jr., President,
Director and Treasurer of the Company, and W. Morris Fine, Executive Vice
President, Director and Secretary of the Company.

James A. Fine, Jr. was named Vice President of the Company in 1987. In 1997, Mr.
Fine was named President and Treasurer and appointed a Director of the Company.
James A. Fine, Jr. is the son of J. Allen Fine, Chairman of the Board and Chief
Executive Officer of the Company, and brother of W. Morris Fine, Executive Vice
President, Secretary and Director of the Company.

                                       10
<PAGE>

W. Morris Fine joined the Company in July, 1992, and was subsequently named Vice
President of the Company. In 1993, Mr. Fine was named Treasurer of the Company
and served in that capacity until 1997. In 1997, Mr. Fine was named Executive
Vice President and Secretary of the Company. In 1999, Mr. Fine was elected
Director of the Company. Morris Fine is the son of J. Allen Fine, Chairman of
the Board and Chief Executive Officer of the Company, and brother of James A.
Fine, Jr., President, Treasurer and Director of the Company.

Elizabeth P. Bryan joined the Company in 1985 as Controller and in 1987, she was
named Vice President of the Company.

L. Dawn Martin joined the Company in February, 1991 and in 1993, she was named
Vice President of the Company.

                                     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 "Shareholder Information" in the 1999 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, 1999
is in the 1999 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 Financial Condition and Results of Operations which
are in the 1999 Annual Report to Shareholders and are incorporated herein by
reference.

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

         Management's Discussion and Analysis of Financial Condition and Results
of Operations in the 1999 Annual Report to Shareholders is incorporated herein
by reference.


                                       11
<PAGE>


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Management's Discussion and Analysis of Quantitative and Qualitative
Disclosures about Market Risk in the 1999 Annual Report to Shareholders is
incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The financial statements and supplementary data in the 1999 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 financial information (Selected Quarterly Financial
Data) in the 1999 Annual Report to Shareholders is incorporated herein by
reference.

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 9, 2000 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 9, 2000 is incorporated
herein by reference.



                                       12
<PAGE>

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 9,
2000 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 9, 2000 is incorporated herein
by reference.
                                     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 1999 Annual Report to
Shareholders are hereby incorporated by reference:

          Report of Independent Accountants
          Consolidated Balance Sheets as of December 31, 1999 and 1998
          Consolidated Statements of Income for the Years Ended December 31,
               1999, 1998 and 1997
          Consolidated Statements of Stockholders' Equity for the Years Ended
               December 31, 1999, 1998 and 1997
          Consolidated Statements of Comprehensive Income for the Years Ended
               December 31, 1999, 1998 and 1997
          Consolidated Statements of Cash Flows for the Years Ended December 31,
               1999, 1998 and 1997
          Notes to Consolidated Financial Statements



                                       13
<PAGE>

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
<TABLE>
<CAPTION>

<S>     <C>    <C>    <C>    <C>    <C>    <C>
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
</TABLE>

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.


3. Exhibits
<TABLE>
<CAPTION>
                                                                          Page Number or
Exhibit                                                                   Incorporation by
Number            Description                                             Reference to
------            -----------                                             ------------
<S>                        <C>                                                 <C>
(3)(i)            Articles of Incorporation                               Exhibit 1 to Form 10,
                                                                          dated June 12, 1984

(3)(ii)           Bylaws                                                  Exhibit 2 to Form 10,
                                                                          dated June 12, 1984

(3)(iii)          Amendment to Bylaws adopted                             Exhibit 3(iii) to Form
                  March 10, 1997                                          10-K, page 27, dated
                                                                          December 31, 1996

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

(10)(i)           1988 Incentive Stock Option Plan                        Exhibit 10 to Form
                                                                          10-K,   page  31,   dated
                                                                          December 31, 1989
</TABLE>
                                       14
<PAGE>
<TABLE>
<CAPTION>
                                                                          Page Number or
Exhibit                                                                   Incorporation by
Number            Description                                             Reference to
------            -----------                                             ------------
<S>                          <C>                                            <C>
(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, Chairman                                 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, 1989                 March 31, 1995

 (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                        Exhibit 10(viii) to Form
                  Stock Plan                                              10-K, page 29, dated
                                                                          December 31, 1996

(10)(ix)          Form of Nonqualified Stock Option                       Exhibit 10(ix) to Form
                  Agreement to Non-employee Directors                     10-Q, page 13, dated dated
                  May 13, 1997 under the 1997                             June 30, 1997
                  Stock Option and Restricted Stock Plan

(10)(x)           Form of Nonqualified Stock Option                       Exhibit 10(x) to Form
                  Agreement under 1997 Stock Option                       10-K, page 27, dated
                  and Restricted Stock Plan                               December 31, 1997
</TABLE>


                                       15
<PAGE>
<TABLE>
<CAPTION>
                                                                          Page Number or
Exhibit                                                                   Incorporation by
Number            Description                                             Reference to
------            -----------                                             ------------
<S>                            <C>                                             <C>
(10)(xi)          Form of Incentive Stock Option                          Exhibit 10(xi) to Form
                  Agreement under 1997 Stock Option                       10-K, page 34, dated and
                  Restricted Stock Plan                                   December 31, 1997

(13)              Portions of 1999 Annual                                 Included herewith
                  Report to Shareholders
                  incorporated by reference
                  in this report as set forth
                  in Parts I and II hereof.

(21)              Subsidiaries of Registrant                              Page 27 of this report

(27)              Financial Data Schedule - 1999                          Included herewith

(B) Reports on Form 8-K
         No reports were filed on Form 8-K for the fourth quarter.
</TABLE>



                                       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
                      Chairman and Chief Executive Officer
                              Date: March 29, 2000
                                   ---------------

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 29th day of March, 2000.





/s/J. Allen Fine                               /s/William J. Kennedy III
------------------------------------           ---------------------------------
J. Allen Fine, Chairman and Chief              William J. Kennedy III, Director
Executive Officer

/s/James A. Fine, Jr.                          /s/H. Joe King, Jr.
------------------------------------           ---------------------------------
James A. Fine, Jr., President, Treasurer and   H. Joe King, Jr., Director
Director (Principal Financial Officer)

/s/Elizabeth P. Bryan                          /s/James R. Morton
------------------------------------           ---------------------------------
Elizabeth P. Bryan, Vice President and Asst.   James R. Morton, Director
Secretary (Principal Accounting Officer)

/s/W. Morris Fine                              /s/Lillard H. Mount
------------------------------------           ---------------------------------
W. Morris Fine, Director                       Lillard H. Mount

/s/David L. Francis                            /s/A. Scott Parker III
------------------------------------           ---------------------------------
David L. Francis, Director                     A. Scott Parker III, Director

/s/Loren B. Harrell, Jr.
-------------------------------------
Loren B. Harrell, Jr., Director


                                       17
<PAGE>
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.



February 9, 2000

                                       18
<PAGE>
                                                                      SCHEDULE I
                                                                      ----------

                    INVESTORS TITLE COMPANY AND SUBSIDIARIES
       SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES
                             As of December 31, 1999
<TABLE>
<CAPTION>


------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Amount at
                                                                                                                   which shown
                                                                                                                      in the
Type of Investment                                                  Cost(1)               Market Value          Balance Sheet (2)
------------------------------------------------------------------------------------------------------------------------------------

Fixed Maturities:
  Bonds:
<S>                                                                     <C>                   <C>                     <C>
    States, municipalities and political
      subdivisions                                                 $26,071,853             $25,342,460              $25,461,343
     Public utilities                                                  199,159                 196,564                  196,564
     All other corporate bonds                                       4,825,757               4,740,900                4,740,900
  Certificates of deposit                                               98,982                  98,982                   98,982
                                                          ---------------------    --------------------    ---------------------
      Total fixed maturities                                        31,195,751              30,378,906               30,497,789
                                                          ---------------------    --------------------    ---------------------

Equity Securities:
  Common Stocks:
      Public utilities                                                 385,394                 639,244                  639,244
      Banks, trust and insurance companies                             317,190                 998,325                  998,325
      Industrial, miscellaneous and all other                        1,249,804               2,853,746                2,853,746
  Nonredeemable preferred stocks                                       558,117                 520,944                  520,944
                                                          ---------------------    --------------------    ---------------------
      Total equity securities                                        2,510,505               5,012,259                5,012,259
                                                          ---------------------    --------------------    ---------------------
Total investments per the consolidated balance sheet                33,706,256                                       35,510,048
                                                          ---------------------                            ---------------------

Cash equivalents                                                     7,200,644                                        7,200,644
                                                          ---------------------                            ---------------------
      Total investments                                            $40,906,900                                      $42,710,692
                                                          =====================                            =====================

</TABLE>
(1) Fixed maturities are shown at amortized cost and equity securities are shown
    at original cost.

(2) Bonds of states, municipalities and political subdivisions are shown at
    amortized cost for held-to-maturity bonds and fair value for
    available-for-sale bonds.

                                       19
<PAGE>
                                                                     SCHEDULE II
                                                                     -----------

                    INVESTORS TITLE COMPANY (PARENT COMPANY)
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                                 BALANCE SHEETS
                        AS OF DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
<S>                                                                                   <C>                        <C>
                                                                                      1999                       1998
Assets
  Cash and cash equivalents                                                        $ 579,058                  $ 208,315
  Investments in equity securities                                                    75,000                     75,000
  Investments in affiliated companies                                             35,013,379                 31,421,749
  Income taxes receivable                                                            847,084                  1,171,548
  Other receivables                                                                  103,011                     94,133
  Deferred income taxes                                                               37,527                    110,025
  Prepaid expenses and other assets                                                   20,197                      2,423
  Property, net                                                                    2,251,883                  1,737,491
                                                                         --------------------       --------------------

Total Assets                                                                    $ 38,927,139               $ 34,820,684
                                                                         ====================       ====================

Liabilities and Stockholders' Equity
Liabilities:
  Accounts payable and accrued liabilities                                         $ 148,576                  $ 119,826
                                                                         --------------------       --------------------

Stockholders' Equity:
  Common stock-no par (shares authorized,
    6,000,000; 2,855,744 and 2,855,744 shares issued and
    2,736,961 and 2,809,123 shares outstanding 1999 and
    1998, respectively)                                                            1,650,350                  1,650,350
  Retained earnings                                                               37,128,213                 33,050,508
                                                                         -----------------------------------------------
    Total stockholders' equity                                                    38,778,563                 34,700,858
                                                                         -----------------------------------------------

Total Liabilities and Stockholders' Equity                                      $ 38,927,139               $ 34,820,684
                                                                         ===============================================
</TABLE>
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, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
<S>                                                                  <C>                      <C>                      <C>
                                                                     1999                     1998                     1997
Revenues:
Investment income-interest and dividends                       $   103,349              $    76,390              $    15,295
Rental income                                                      445,440                  435,821                  362,889
Miscellaneous income                                                    70                   23,014                        -
                                                     ----------------------   ----------------------   ----------------------
     Total                                                         548,859                  535,225                  378,184
                                                     ----------------------   ----------------------   ----------------------
Operating Expenses:
Office occupancy and operations                                    161,061                  138,475                  133,283
Business development                                                13,886                   13,234                   10,927
Taxes-other than payroll and income                                 46,117                   48,569                   30,499
Professional fees                                                   30,398                   22,269                   43,516
Other expenses                                                      44,599                  105,857                  184,492
                                                     ----------------------   ----------------------   ----------------------
     Total                                                         296,061                  328,404                  402,717
                                                     ----------------------   ----------------------   ----------------------

Equity in Net Income of Affiliated Cos.*                         4,241,630                5,311,677                4,536,715
                                                     ----------------------   ----------------------   ----------------------
Income Before Income Taxes                                       4,494,428                5,518,498                4,512,182
                                                     ----------------------   ----------------------   ----------------------
Provision (Benefit) for Income Taxes                                74,034                   58,989                  (18,200)
                                                     ----------------------   ----------------------   ----------------------
Net Income                                                     $ 4,420,394              $ 5,459,509              $ 4,530,382
                                                     ======================   ======================   ======================
Basic Earnings per Common Share                                $      1.59              $      1.95              $      1.63
                                                     ======================   ======================   ======================
Weighted Average Shares Outstanding-Basic                        2,776,878                2,806,267                2,782,449
                                                     ======================   ======================   ======================
Diluted Earnings Per Common Share                              $      1.59              $      1.92              $      1.60
                                                     ======================   ======================   ======================
Weighted Average Shares Outstanding-Diluted                      2,786,282                2,841,035              $ 2,826,730
                                                     ======================   ======================   ======================

</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, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
<S>                                                                                                 <C>                    <C>
                                                                                                    1999                   1998
Operating Activities:
  Net income                                                                                   $ 4,420,394             $ 5,459,509
   Adjustments to reconcile net income to net cash provided
     by operating activities:
         Equity in net earnings of subsidiaries less dividends received
           of $700,000, $575,000 and $595,000 in 1999, 1998 and 1997,
           respectively, plus $50,000 investment in subsidiary in 1999                          (3,591,630)             (4,736,677)
         Gain on disposal of property                                                                    -                 (20,475)
         Depreciation                                                                               60,608                  57,573
         Provision (benefit) for deferred income taxes                                              72,498                 (15,454)
         (Increase) decrease in receivables                                                         (8,878)                 21,906
         (Increase) decrease in income taxes receivable-current                                    324,464                (779,017)
         (Increase) decrease in prepaid expenses                                                   (17,774)                 66,222
         Increase (decrease) in accounts payable and accrued liabilities                            28,750                 (29,068)
                                                                                        -------------------   ---------------------
            Net cash provided by operating activities                                            1,288,432                  24,519
                                                                                        -------------------   ---------------------

Investing Activities:
   Proceeds from sales of securities                                                                     -                       -
   Purchase of land                                                                               (325,000)                      -
   Purchases of furniture and equipment and building                                              (250,000)                (31,555)
   Proceeds from the disposal of property                                                                -                  22,475
                                                                                        -------------------   ---------------------
      Net cash used in investing activities                                                       (575,000)                 (9,080)
                                                                                        -------------------   ---------------------

Financing Activities:
   Dividends paid                                                                                 (342,689)               (342,689)
                                                                                        -------------------   ---------------------
      Net cash used in financing activities                                                       (342,689)               (342,689)
                                                                                        -------------------   ---------------------

Net Increase (Decrease) in Cash and Cash Equivalents                                               370,743                (327,250)
Cash and Cash Equivalents, Beginning of Year                                                       208,315                 535,565
                                                                                        -------------------   ---------------------
Cash and Cash Equivalents, End of Year                                                           $ 579,058               $ 208,315
                                                                                        ===================   =====================

Supplemental Disclosures:
Cash Paid (Refunded) During the Year For:
   Income Taxes                                                                                 $ (308,503)              $ 853,460
                                                                                        ===================   =====================




















<CAPTION>
Operating Activities:                                                                                  <C>
  Net income                                                                                           1997
   Adjustments to reconcile net income to net cash provided
     by operating activities:                                                                      $ 4,530,382
         Equity in net earnings of subsidiaries less dividends received
           of $700,000, $575,000 and $595,000 in 1999, 1998 and 1997,
           respectively, plus $50,000 investment in subsidiary in 1999                              (3,941,715)
         Gain on disposal of property                                                                        -
         Depreciation                                                                                   62,362
         Provision (benefit) for deferred income taxes                                                 (68,883)
         (Increase) decrease in receivables                                                            (70,806)
         (Increase) decrease in income taxes receivable-current                                         70,914
         (Increase) decrease in prepaid expenses                                                       149,477
         Increase (decrease) in accounts payable and accrued liabilities                                27,967
                                                                                         ----------------------
            Net cash provided by operating activities                                                  759,698
                                                                                         ----------------------

Investing Activities:
   Proceeds from sales of securities                                                                    15,000
   Purchase of land                                                                                          -
   Purchases of furniture and equipment and building                                                   (36,112)
   Proceeds from the disposal of property                                                                    -
                                                                                         ----------------------
      Net cash used in investing activities                                                            (21,112)
                                                                                         ----------------------

Financing Activities:
   Dividends paid                                                                                     (342,689)
                                                                                         ----------------------
      Net cash used in financing activities                                                           (342,689)
                                                                                         ----------------------

Net Increase (Decrease) in Cash and Cash Equivalents                                                   395,897
Cash and Cash Equivalents, Beginning of Year                                                           139,668
                                                                                         ----------------------
Cash and Cash Equivalents, End of Year                                                               $ 535,565
                                                                                         ======================

Supplemental Disclosures:
Cash Paid (Refunded) During the Year For:
   Income Taxes                                                                                      $ (20,231)
                                                                                         ======================
</TABLE>
See notes to condensed financial statements.

                                       22
<PAGE>
                                                                     SCHEDULE II
                                                                     -----------

                    INVESTORS TITLE COMPANY (PARENT COMPANY)
                 CONDENSED FINANCIAL INFORMAITON 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, $350,000
         and $350,000 in 1999, 1998 and 1997, respectively. Cash dividends paid
         to Investors Title Company by its wholly-owned subsidiary, Investors
         Title Exchange Corporation, were $350,000, $225,000 and $245,000 in
         1999, 1998 and 1997, respectively.





                                       23
<PAGE>
                                                                    SCHEDULE III
                                                                    ------------
                    INVESTORS TITLE COMPANY AND SUBSIDIARIES
                       SUPPLEMENTARY INSURANCE INFORMATION
              For the Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                    Future
                                    Policy                  Other
                                   Benefits,               Policy                               Benefits
                     Deferred       Losses,                Claims                                Claims,
                      Policy        Claims                   and         Net          Net      Losses and
                   Acquisition     and Loss    Unearned   Benefits     Premium     Investment  Settlement
        Segment        Cost        Expenses    Premiums    Payable     Revenue       Income     Expenses
---------------------------------------------------------------------------------------------------------
<S>                     <C>          <C>          <C>        <C>         <C>         <C>          <C>
Year Ended
December 31, 1999
-----------------
Title                  ---       $15,864,665      ---     $208,605    $43,819,565  $2,175,671   $6,026,064

Year Ended
December 31, 1998
-----------------
Title                  ---       $13,362,665      ---     $ 84,598    $45,379,696  $1,834,949   $8,094,950

Year Ended
December 31, 1997
-----------------
Title                  ---       $ 7,622,140      ---     $ 96,241    $29,875,350  $1,628,188   $4,679,333
<CAPTION>
-----------------------------------------------------------
                    Amortization
                     of Deferred
                       Policy        Other
                     Acquisition   Operating     Premiums
        Segment         Costs       Expenses     Written
-----------------------------------------------------------
<S>                     <C>           <C>         <C>
Year Ended
December 31, 1999
-----------------
Title                  ---         $34,879,101     N/A

Year Ended
December 31, 1998
-----------------
Title                  ---         $32,685,804     N/A

Year Ended
December 31, 1997
-----------------
Title                  ---         $21,260,381     N/A
</TABLE>


                                       24
<PAGE>
                                                                     SCHEDULE IV
                                                                     -----------
                    INVESTORS TITLE COMPANY AND SUBSIDIARIES
                                   REINSURANCE
              For the Years Ended December 31, 1999, 1998, and 1997
<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, 1999
-----------------
Title Insurance Premiums         $44,098,045    $325,212       $46,732        $43,819,565       0.1%

YEAR ENDED
DECEMBER 31, 1998
-----------------
Title Insurance Premiums         $45,618,518    $312,627       $73,805        $45,379,696       0.2%

YEAR ENDED
DECEMBER 31, 1997
-----------------
Title Insurance Premiums         $30,058,724    $241,821       $58,447        $29,875,350       0.2%
</TABLE>

                                       25
<PAGE>
<TABLE>
<CAPTION>
                                                                      SCHEDULE V
                                                                      ----------
                    INVESTORS TITLE COMPANY AND SUBSIDIARIES
                        VALUATION AND QUALIFYING ACCOUNTS
              For the Years Ended December 31, 1999, 1998 and 1997

-------------------------------------------------------------------------------------------------------------------------
                             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>

1999
----
Premiums Receivable
Valuation Provision        $   775,000          $ 2,793,975          $ -               $ (2,793,975)     $    775,000

Impairment of
Building Plans             $   218,122          $         -          $ -               $   (218,122)     $          -

Reserves for
Claims                     $13,362,665          $ 6,026,064          $ -               $ (3,524,064)     $ 15,864,665

Provision for
Equipment Disposal         $   280,000          $         -          $ -               $   (280,000)     $          -


1998
----
Premiums Receivable
Valuation Provision        $   350,000          $ 2,106,316          $ -               $ (1,681,316)     $    775,000

Impairment of
Building Plans             $   150,000          $    68,122          $ -               $          -      $    218,122

Reserves for
Claims                     $  7,622,140         $ 8,094,950          $ -               $ (2,354,425)     $ 13,362,665

Provision for
Equipment Disposal         $         -          $   280,000          $ -               $          -       $   280,000


1997
----
Premiums Receivable
Valuation Provision        $   200,000          $ 1,065,805          $ -               $   (915,805)      $   350,000

Impairment of
Building Plans             $         -          $   150,000          $ -               $          -       $   150,000

Reserves for
Claims                     $ 5,086,065          $ 4,679,353          $ -               $ (2,143,278)      $ 7,622,140

</TABLE>
*Cancelled premiums
*Wrote off building plans
*Payments of claims
*Disposed of impaired equipment

                                       26