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                                 EXHIBIT 10.40

                               SECOND AMENDMENT
                                    TO THE
               THE LAW COMPANIES GROUP, INC. 401(k) SAVINGS PLAN

     THIS SECOND AMENDMENT to The Law Companies Group, Inc. 401(k) Savings Plan 
(the "Plan"), made as of the day and year noted on the last page hereof, by Law 
Companies Group, Inc. (the "Company"), to be effective as noted below.

                             W I T N E S S E T H:

     WHEREAS, the Company sponsors and maintains the plan for the exclusive 
benefit of employees and their beneficiaries, and pursuant to Section 12.02(a) 
thereof, the Company has the right to amend the plan at any time; and

     WHEREAS, the Company wishes to amend the Plan at this time for the purposes
of modifying the correction mechanisms associated with coverage testing, 
eliminating certain inconsistencies in plan provisions, providing certain
default provisions, making certain technical corrections to the provisions of
the Plan, suspending the rights of participants and beneficiaries to liquidate
their investments in Company stock for the remainder of the current year, and
for other purposes;

     NOW, THEREFORE, the Plan is hereby amended as follows effective as 
indicated below:

                                      1.

     A new paragraph (iv) is added after paragraph (iii) of subsection (a) of 
Section 1.45 of the Plan effective as of November 1, 1995, to read as follows:

               (iv) Puerto Rican Employees. Employees who are legally domiciled
          in Puerto Rico shall not be eligible employees and shall not be
          eligible to participate in this Plan while whey remain so domiciled
          notwithstanding any provision of this Plan to the contrary.

                                      2.

     A new Section 1.96A is added after Section 1.96 of the Plan effective as of
November 1, 1995, to read as follows:

          1.96A  Special Contributions Account shall mean the Account of a 
     Participant to which are credited any contributions of an Employer
     allocated to the Participant under the provisions of Section 3.1(g).
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                                      3.


      Paragraph (ii) of subsection (c) of Section 3.1 of the Plan is amended 
effective as of November 1, 1995, to read as follows:


                 (ii)   Allocation. Qualified Nonelective Contributions for a 
          Plan Year shall be allocated as of the last day of such Plan Year to
          the Qualified Nonelective Contributions Account of each Participant
          who is an Employee as of such last day of such Plan Year and who is
          not a Highly Compensated Participant for such Plan Year in proportion
          to the ratio which his or her Compensation during such Plan Year
          bears to the total Compensation of all such Participants for such Plan
          Year.

                                      4.

     Paragraph (ii) of subsection (d) of Section 3.1 of the Plan is amended 
effective as of November 1, 1995, to read as follows:

                 (ii)   Allocation. Qualified Matching Contributions for Plan 
          Year shall be allocated as of the last day of such Plan Year to the
          Qualified Matching Contributions Account of each participant who is an
          Employee as of such last day of such Plan Year and who is not a Highly
          Compensated Participant for such Plan Year in proportion to the ratio
          which his or her Elective Contributions for such Plan Year bears to
          the total of all such Contributions of all such Participants for such
          Plan Year.

                                      5.

     A new subsection (g) is added after subsection (f) of Section 3.1 of the 
Plan effective as of November 1, 1995, to read as follows:

          (g)    Code (S)410(b) Failsafe Provision. As of any Plan Year in which
the disaggregated portion of this Plan attributable to contributions other than 
Code (S)(S)401k and (m) contributions would, before application of this 
subsection (g), fail to satisfy the ratio percentage test provisions of Code 
(S)410(b)(1) and Treas. Reg. (S)1.410(b)-2(b)(2) (herein the "Code Coverage 
Requirements") (such a Plan Year herein described as a "Failed Plan Year"), then
the following provisions shall apply:

                 (i)    Determination of Failsafe Participants for a Plan Year. 
          For purposes of this subsection (g), each Participant (1) who is not a
          Highly Compensated Participant for a Plan Year, (2) who is an Employee
          on the last day of such Plan Year, (3) who has completed at least
          2,000 Hours of Service during such Plan Year, and (4) who has not
          "benefited" (within the meaning of Treas. Reg. (S)1.410(b)-3) under
          the Plan for such Plan Year other than by reason of "benefiting" under
          the Plan's Code (S)(S)401(k) and (m) arrangements shall be considered
          a "Failsafe Participant" for such Plan Year.


                              Second Amendment to
               The Law Companies Group, Inc. 401(k) Savings Plan
                                    Page 2
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                 (ii)   Grouping of Failsafe Participants. All Failsafe
           Participants for a Failed Plan Year shall be grouped first in order
           of such Participant's Compensation for such Plan Year beginning with
           the Failsafe Participant with the Failsafe Participant with the
           highest Compensation for such Plan Year and ending with the Failsafe
           Participant with the lowest Compensation for such Plan Year. Then,
           Failsafe Participants shall be grouped in groups of 100 beginning
           with the Failsafe Participant with the highest Compensation for such
           Plan Year, and concluding with a final grouping including the
           Failsafe Participant with the lowest Compensation for such Plan Year
           (such final grouping being the only group which may have fewer than
           100 such Participants).

                (iii)   Determination of Benefiting Failsafe Participants.  For 
           any Failed Plan Year, the Plan Administrator shall determine the
           number of Participants who are not Highly Compensated Participants
           who must "benefit" (within the meaning of Treas. Reg. (S)1.410(b)-3)
           during such Plan Year in order that the Code Coverage Requirements
           are satisfied for such Plan Year. The Plan Administrator shall then
           determine the number of groupings (determined under paragraph (ii)
           above) of Failsafe Participants which must "benefit" in order
           that the Code Coverage Requirements are satisfied, using the
           groupings with the highest aggregate Compensation for such Plan Year
           first, and only using the minimum number of such groupings to the
           extent absolutely necessary to satisfy the Code Coverage
           Requirements. Each Failsafe Participant who is included in such a
           grouping of Failsafe Participants which must so "benefit" (a
           "Benefiting Failsafe Participant") shall receive an allocation
           pursuant to paragraph (iv) below.

                (iv)    Special Contribution and Allocation to Benefiting 
           Failsafe Participants. For each Failed Plan Year, each Employer shall
           make (or cause the Company to make on its behalf) a contribution
           which shall be determined in the discretion of the Company and which
           shall be allocated on a per capita basis to the Special Contributions
           Account of each Benefiting Failsafe Participants (determined pursuant
           to paragraph (iii) above).

                (v)     Intent.  It is the intent of the foregoing provisions to
           provide that, for any Failed Plan Year, just enough Failsafe
           Participants (by groups of 100, and in order of decreasing
           Compensation beginning with the highest compensated Failsafe
           Participant) shall receive special per capita allocations in such
           Plan Year in order to that the portion of this Plan attributable to
           contributions other than Code (S)(S)401(k) and (m) contributions pass
           the Code Coverage Requirements applicable for such Plan Year, but
           utilizing no more groupings than are absolutely necessary.

                                      6.

     A new Section 4.4 is added at the end of Article IV of the Plan effective
as of November 1, 1995, to read as follows:

           4.4   Retroactive Application.  The provisions of this Article shall 
     not only be effective as of the Effective Date, but shall also be effective
     for the period beginning January 1, 1987, and ending on the Effective Date,
     and shall supersede provisions of the prior plan document to the contrary.

                             Second Amendment to 
               The Law Companies Group, Inc. 401(k) Savings Plan
                                    Page 3
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                                      7.

     A new subsection (h) is added at the end of Section 6.1 of the Plan 
effective as of November 1, 1995, to read as follows:

               (h)  Special contributions allocated to a Participant, if any, 
          under the provisions of Section 3.1(g) of this Plan.

                                      8.

     The last sentence of clause (II) of subparagraph (A) of paragraph (i), 
subsection(e), Section 6.2 of the Plan is amended to read as follows effective 
as of August 14, 1996:

               If no such investment direction of the Participant is timely
               received, the proceeds from such liquidation shall be invested
               entirely in the lowest-risk investment among other existing non-
               Company stock options.

                                      9.

     A new sentence is added at the end of subparagraph (B) of paragraph (ii) of
subsection (e) of Section 6.2 of the Plan effective as of November 1, 1995, to 
read as follows:

               In the event that the Company does not provide for allocation of
               a Participant's Matching Elective Contributions Accounts in
               shares of Company stock, the provisions of subsection (g) of
               Section 6.2 shall apply.


                                      10.


     The last sentence of subparagraph (B) of paragraph (iv) of subsection (e) 
of Section 6.2 of the Plan is amended effective as of August 14, 1996, to read 
as follows:

               Any shares of Company Stock to be liquidated shall, as soon as
               administratively practicable following receipt of a Participant's
               direction to liquidate such shares and transfer the proceeds
               thereof to another investment, or as soon as administratively
               practicable following the date on which the Participant ceases to
               be an Employee, remain invested in Company Stock until the Trade
               Date which next follows the date of receipt of the Participant's
               direction or the date the Participant ceases to be an Employee by
               at least 30 days, at which time all such shares of Company Stock
               shall be liquidated and invested in other investments as the
               Participant has directed, or, if no such direction is received,
               invested entirely in the lowest-risk investment among the other
               existing options.



                              Second Amendment to
               The Law Companies Group, Inc. 401(k) Savings Plan
                                    Page 4

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                                      11.

     A new subparagraph (C) is added after subparagraph (B) of paragraph (iv), 
subsection (e), Section 6.2 of the Plan effective as of August 14, 1996, to read
as follows:

                              (C)   No Participant Direction on Certain Trade 
                        Dates. Notwithstanding any provision of the Plan to the
                        contrary, Participants and Beneficiaries shall not be
                        entitled to direct the liquidation of their Accounts
                        invested in Company Stock on the normally scheduled
                        Trade Dates occurring on August 15, 1996, and November
                        15, 1996. The foregoing sentence shall not affect
                        liquidations of Account investments in Company Stock
                        which are required under clause (II) of subparagraph
                        (A), paragraph (i) of this subsection (e), Section 6.2.

                                      12.

     A new subsection (g) is added after subsection (f) of Section 6.2 of the 
Plan effective as of November 1, 1995, to read as follows:

                  (g)   Default Provisions in Absence of Participant Directions.
           In the event that, pursuant to the foregoing provisions of this
           Section, Participants and/or Beneficiaries are entitled to direct the
           investment of all or a portion of their Plan Accounts, and, at a time
           when such direction is required, no investment direction of the
           Participant or Beneficiary has been timely received, investment of
           such Participant's or Beneficiary's Accounts shall be made entirely
           in the lowest-risk investment among all existing optional
           investments, except to the extent of an express requirement to the
           contrary in the foregoing provisions of this Section.

                                      13.

     Subsection (b) of Section 8.5 of the Plan is amended effective as of 
August 14, 1996, to read as follows:

                  (b)   Application of Forfeited Amounts.  Any forfeitures 
           arising under paragraph (i) and (ii) of subsection (a) above during a
           Plan Year shall be used to reduce reasonable administrative expenses
           consistent with Sections 10.3 and 11.2, or shall be used to reduce
           future contributions of Employers under Section 3.1, as determined by
           the Company in its sole discretion.

                                      14.

     Section 11.2 of the Plan is amended effective as of November 1, 1995, by 
striking "10.2" and inserting in lieu thereof "10.3".



                              Second Amendment to
               The Law Companies Group, Inc. 401(k) Savings Plan
                                    Page 5
<PAGE>
 
     IN WITNESS WHEREOF, this Second Amendment to the Plan has been executed by 
the Company and its corporate seal attached hereto this 14th day of August, 
1996.

                                        COMPANY:

[CORPORATE SEAL]                        LAW COMPANIES GROUP, INC.


                                        By: /s/ Bruce C. Coles/BRUCE C. COLES
                                           -------------------------
                                        TITLE: CEO/CHAIRMAN
                                              ----------------------

ATTEST:


By: /s/ Darryl B. Segraves
   -----------------------
Title: 
      --------------------






                              Second Amendment to
               The Law Companies Group, Inc. 401(k) Savings Plan
                                    Page 6