FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended December 31, 1998.
                                       OR

|_| 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: 0-19239

                            Law Companies Group, Inc.

               Incorporated                      I.R.S. Employer
                   In                             Identification
                 Georgia                              Number
                                                    58-0537111

          1105 Sanctuary Parkway, Suite 300, Alpharetta, Georgia 30004
                        Telephone Number: (770) 360-0600

        Securities registered pursuant to Section 12(b) of the Act: 
                                      None

           Securities registered pursuant to section 12(g) of the Act:
                     Common Stock, par value $1.00 per share

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 this Form 10-K or any amendment to this
Form 10-K. [ ]

The  aggregate  market  value of the  voting  stock  held by  non-affiliates  on
March 22, 1999 was $47,884,081.

The number of shares outstanding of Law Companies Group, Inc. common stock as of
March 22, 1999 was 2,043,863.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's definitive Proxy Statement for the 1999 Annual Meeting
of  Shareholders  of the Company are  incorporated by reference into Parts I and
III.

Portions of the Company's  Annual Report to  Shareholders  for the calendar year
ended December 31, 1998 are incorporated by reference into Parts I and III.


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                                     PART I

ITEM 1 - BUSINESS

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains "forward-looking statements" within the
meaning of the Private Securities  Litigation Reform Act of 1995 which represent
the Company's  expectations or beliefs. These statements by their nature involve
substantial risks and  uncertainties,  certain of which are beyond the Company's
control. The Company cautions that various factors,  including,  but not limited
to, the factors  described  in the  Company's  filings with the  Securities  and
Exchange  Commission  (the  "Commission"),  the  uncertain  timing of awards and
contracts, increasing competition by foreign and domestic competitors as well as
the impact of year-2000 issues and general economic and regulatory conditions in
each of the geographic  regions served by the Company and industry  trends,  and
other risks could cause  actual  results or outcomes to differ  materially  from
those expressed in any forward-looking statements.

Unless the context  otherwise  requires,  the "Company"  refers to Law Companies
Group,  Inc., a Georgia  corporation,  and its  consolidated  subsidiaries.  The
Company's  principal  executive  offices are located at 1105 Sanctuary  Parkway,
Suite 300, Alpharetta, GA 30004 and its telephone number is (770) 360-0600.

GENERAL DEVELOPMENT OF BUSINESS

Law Companies Group,  Inc. is a worldwide  professional  services firm operating
mainly in the engineering  services industry.  The Company provides  consulting,
design, and management  services  in the water,  environmental,  transportation,
commercial construction, and government sectors.

Originally  founded  in  1946,  the  Company  has  grown  through  a  number  of
acquisitions and through internal growth.  The Company  historically has entered
new geographic  regions in order to capitalize on economic  development in those
regions.

The Company's  services are divided into six major service areas:  environmental
services, engineered construction,  facilities engineering, industrial services,
transportation  services,  and water  engineering.  These  services are provided
through the following market-focused groups of the Company:

o        United  States  (U.S.)  Group - The  services  provided  by this  group
         include  the   Company's   traditional   businesses   of   geotechnical
         engineering,  construction  services,  and  materials  engineering  and
         testing as well as environmental services such as regulatory compliance
         planning,  field data collection,  laboratory analysis, data evaluation
         and  interpretation,   engineering  design,  waste  site  cleanup,  and
         consultation services on environmental matters.

o        International   Group   -  The   Company   is  a  major   provider   of
         multi-disciplinary  consulting,  design,  and  management  services for
         infrastructure,  engineering,  environmental,  industrial, and building
         projects at each stage from  project  conception  to  completion,  with
         on-going  follow-up in the operations  and  maintenance  phases.  These
         services are provided in Europe,  Africa,  Asia,  the Middle East,  and
         Central and South America.  A significant  portion of the International
         Group's  work is  performed  for  governmental  clients  in the  United
         Kingdom and worldwide.

The Company's U.S. and  international  operations are based in Atlanta,  Georgia
and Reading,  Berkshire,  United Kingdom,  respectively,  with approximately one
hundred offices throughout the United States, and in Europe,  Africa,  Asia, and
the Middle East.  For  additional  information  regarding the Company's  service
areas,  please  see  pages  4  through  12 of the  Company's  Annual  Report  to
Shareholders,  which  is  incorporated  herein  by  reference.  For  information
regarding   revenue,   operating  profit  or  loss,  and   identifiable   assets
attributable to these geographic  business segments,  please see Footnote No. 15
to the  Consolidated  Financial  Statements  which  are  incorporated  herein by
reference to the Company's 1998 Annual Report to Shareholders.

RAW MATERIALS AND INVENTORY

Raw materials  are not  essential to the  operation of the  Company's  business.
Inventory   similarly  does  not  play  a  significant  role  in  the  Company's
operations.

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U.S. GOVERNMENT CONTRACTS

The Company derived approximately 5% of its 1998 U.S. operations gross fees from
various   agencies  of  the  United  States   Federal   Government   (the  "U.S.
Government").  The majority of this business  came from time and  material,  and
fixed price contracts which are not  renegotiable.  Some contracts are on a cost
plus fixed fee or cost plus award fee basis and are renegotiable based on actual
incurred  costs.  Virtually  all U.S.  Government  contracts  contain a standard
clause  which  allows the U.S.  Government  to  terminate  any  contract for its
convenience.  While the U.S. Government has the right to terminate contracts for
its  convenience,  the  Company  does not expect that the U.S.  Government  will
exercise the option to terminate any existing contracts.  However,  there can be
no assurances that the U.S.  Government will not exercise the right to terminate
such contracts.

TRADEMARKS

The  Company  and  its  subsidiaries   operate  under  several   registered  and
unregistered  trademarks and trade names,  but these are not  significant to the
Company's  operations.  Registered  trade names include:  "Law  Engineering  and
Environmental  Services,  Inc." (federally  registered in the United States) and
"Law/Crandall,   Inc."  (California   only).   Registered   trademarks   include
"Safesoil",  registered  to  Ensite,  Inc.,  a  wholly-owned  subsidiary  of the
above-mentioned Company. The Company is in the process of obtaining approval for
federal registration of the "LawGibb" trademark.

BACKLOG

At December 31, 1998, the Company's  contracted  backlog was approximately  $158
million as compared to $205 million at December 31, 1997. The Company  estimates
that  approximately  $143  million of the  December  31,  1998  backlog  will be
completed by the end of 1999. The majority of the Company's  backlog consists of
long-term  contracts ranging from less than $20,000 to approximately $20 million
and  having  remaining  duration  from  less  than one  year up to 5 years.  The
Company's  backlog is subject to revision due to  cancellations,  modifications,
and  changes  in the  scope  of work,  design, or  scheduling  with  respect  to
particular  projects.  While management  believes that the backlog estimates are
accurate,  there can be no assurances as to the amount of such backlog that will
be realized.

COMPETITION

The Company competes on a U.S. and international basis. The markets in which the
Company provides services are all highly  competitive and the Company is subject
to  competition  with respect to each of the  services it provides.  The Company
competes primarily on the basis of quality of service, expertise, experience and
reputation,  availability of personnel,  and, to a lesser extent,  price. In all
phases of the Company's  business,  competitors  range from small local firms to
major national and international companies. No single entity, however, including
the  Company,  currently  dominates  any of the  Company's  principal  areas  of
business although some competitors have greater financial resources and may have
more public  recognition than the Company.  To the knowledge of the Company,  no
reliable  data is  available  with  respect  to the total size of the market for
engineering  and  consulting  services for the full range of services  which the
Company and its subsidiaries provide.

REGULATION

Professional

The  practice of  engineering  and  architecture  is regulated by statute in all
states of the United States and in most other countries.  Substantially all such
jurisdictions   require  an  engineer  or   architect  to  be  licensed  by  the
jurisdiction's  registration  board as a  condition  to  rendering  professional
services in that  jurisdiction.  Some  jurisdictions  require persons  providing
geological  services to be licensed.  There are also numerous  requirements  for
licenses or  certifications  involving  asbestos  consulting.  In  general,  the
Company has not  experienced  any material  difficulty  in  complying  with such
licensing requirements.

Environmental

Public  concern over health,  safety,  and the  environment  has resulted in the
enactment  of  a  wide  range  of  environmental  laws.  These  laws  and  their
implementing regulations affect nearly every industrial and commercial activity.
As these laws were implemented,  the environmental services industry experienced
rapid growth.  The Company believes that the market for  environmental  services
will not  continue  to grow at prior  levels.  There can be no  assurances  that
future  changes  in the law will not have an  adverse  effect  on the  Company's
business in the  environmental  area.  In addition to the federal  environmental
laws and  regulations,  there are numerous state and local statutes that roughly
parallel the federal  legislation  and regulate the  environment,  some of which
impose stricter environmental  standards than federal laws and regulations.  The
Company works with clients to address compliance with such requirements.

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EMPLOYEES

As of December 31, 1998, the Company employed approximately 3,800 persons, which
included  approximately  1,800  engineers  and  scientists,  1,200  technicians,
construction  management,  and production  support staff, and 800 management and
administrative  personnel.  The  Company's  ability to remain  competitive  will
depend on its ability to retain and  attract  qualified  personnel.  None of the
Company's employees are represented by a labor union;  however,  certain foreign
countries in which the Company has employees  have specific  statutes  governing
certain  employee issues which place  restrictions on the Company.  In 1998, the
Company  continued  to manage the size and make-up of its  workforce  to improve
operating efficiency.  Work force reductions were limited to specific geographic
areas or specific markets.  Management considers relations with its employees to
be  satisfactory.   See  "Market  for  Registrants'  Common  Stock  and  Related
Shareholder Matters."

ITEM 2 - PROPERTIES

The  Company  and  its  U.S.  subsidiaries  lease  offices  in  numerous  cities
throughout  the United States for  executive,  administrative,  engineering  and
environmental  services,   laboratory  and  warehouse  activities.   The  leases
generally  have terms of three to ten years.  The  Company  also owns  buildings
located in Houston, Texas; Jacksonville,  Florida; Pensacola,  Florida; Raleigh,
North Carolina; and Tampa, Florida.

The  Company's  foreign  subsidiaries  lease  offices  in  the  United  Kingdom,
Indonesia,  Kenya, Mauritius,  Oman, Portugal,  United Arab Emirates,  Zimbabwe,
Uganda, South Africa, Poland, and Belgium.

The  Company  believes  that  existing  U.S. and  international  facilities  are
adequate to meet current requirements and that suitable additional or substitute
space will be available as needed to accommodate any expansion of operations and
offices.  (See  Note  5 of  the  Consolidated  Financial  Statements  which  are
incorporated  herein  by  reference  to the  Company's  1998  Annual  Report  to
Shareholders, as to the Company's lease obligations.)

ITEM 3 - LEGAL PROCEEDINGS

The  Company  is a party to a number  of  lawsuits  and  claims  arising  in the
ordinary course of its business. While the ultimate results of lawsuits or other
proceedings  against the Company cannot be predicted with certainty,  management
does not  believe  the  ultimate  costs of such  actions,  if any,  in excess of
amounts reserved in the consolidated  financial  statements will have a material
effect  on  the  Company's   consolidated   financial  position  or  results  of
operations.

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

Inapplicable.

ITEM 4A - EXECUTIVE OFFICERS OF THE REGISTRANT

In accordance  with General  Instruction  G(3) of Form 10-K and Instruction 3 to
Item 401(b) of Regulation  S-K, the following sets forth certain  information as
of March 22, 1999, with respect to those individuals who are Executive  Officers
of the Company.

BRUCE C.  COLES,  54,  joined the Company in  September  1995 as Chairman of the
Board of Directors  and Chief  Executive  Officer of the Company.  In 1996,  Mr.
Coles was elected President of the Company. He serves in a similar capacity with
various subsidiaries of the Company, including Law Engineering and Environmental
Services, Inc., and Gibb International Holdings, Inc. Mr. Coles currently serves
as a director of Williams Group International,  Inc. which is owned by Virgil R.
Williams and James M. Williams, Jr.

From May 1994 through  August 1995,  Mr. Coles was  President,  Chief  Executive
Officer,  and/or  Chairman  of Stone & Webster  Incorporated,  an  international
engineering,  consulting and construction  services  company.  From June 1968 to
August 1995,  Mr. Coles held various  technical and  management  positions  with
Stone & Webster  Incorporated and its related affiliates.  Mr. Coles also serves
on the  National  Board  of  Directors  of  Junior  Achievement,  the  Board  of
Councilors of The Carter Center,  and the advisory council for the Accreditation
Board for Engineering and Technology.

ROBERT B.  FOOSHEE,  56,  joined the Company in January 1996 as  Executive  Vice
President and Chief Financial  Officer.  Mr. Fooshee also serves as Treasurer of
the Company. Mr. Fooshee has been a director of the Company since 1996. Prior to
joining  the  Company,  Mr.  Fooshee  provided  consulting  services  for  RBF &
Associates, a financial consulting company, from February 1995 until joining the
Company.  From August 1994 through  January 1995, Mr. Fooshee was Executive Vice
President  and Chief  Financial  Officer for Eddie  Haggar  Limited,  an apparel
manufacturing  and  marketing  company.  From June 1992 until August  1994,  Mr.
Fooshee was Chief  Financial  Officer  for The Fresh  Market,  a retail  gourmet
grocery market. From April 1986 until June 1992, Mr. Fooshee was Chief Financial
Officer for Kayser-Roth Corporation, a consumer products company.

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W. ALLEN WALKER, 48, joined Sir Alexander Gibb and Partners Ltd., a wholly-owned
subsidiary of the Company,  in the United Kingdom as Finance  Director in August
1989.  He later served as Director of  Administration  and Finance  beginning in
August 1992. Mr. Walker  returned to the United States and became Vice President
of Finance for the Company in January 1994.  Currently,  Mr. Walker serves as an
Executive Vice  President of Operations for the Company.  Mr. Walker also serves
as a director  and Senior  Executive  Vice  President  for Law  Engineering  and
Environmental  Services,  Inc., the Company's U.S. operating  company.  Prior to
joining the Company, Mr. Walker was a senior manager in the Audit Department for
Ernst & Young LLP in Atlanta, Georgia.

ROBERT S.  GNUSE,  52,  joined  the  Company  in 1974.  He has served in various
technical  and  management   positions  with  the  Company  and/or  its  related
affiliates.  Most  recently,  Mr.  Gnuse  serves as  Senior  Vice  President  of
Marketing  for  the  Company.  Mr.  Gnuse  also  serves  as a  director  of  Law
Engineering  and  Environmental  Services,  Inc., the Company's  U.S.  operating
company.

LAWRENCE J. WHITE, 52, joined the Company in 1994 as Chief Information  Officer.
He also serves as a Senior Vice President of the Company. Prior to coming to the
Company,  Mr. White was the Chief Information Officer of Roy F. Weston, Inc., an
environmental  engineering company,  from 1989 until June 1994. 

JON A. McCARTHY, 44, joined the Company in 1987 as Business Development Manager.
He has since  served in various  technical  and  management  positions  with the
Company  and/or its related  affiliates.  Since January 27, 1997,  Mr.  McCarthy
serves as Senior Vice President of Human  Resources for the Company and has been
a director of Law Engineering and Environmental Services, Inc. since 1998.

                                     PART II

ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS

(a) Market Price of and Dividends on the Registrant's Common Equity.

General

There  currently is no  established  trading  market for shares of the Company's
Common Stock, and although substantially all of the outstanding shares have been
registered  under  applicable  securities laws, no assurance can be given that a
liquid market will develop in the future or that quotations for the Common Stock
will be  available.  Additionally,  the Company  does not  maintain  stock price
information  from  transactions  involving  purchases  and sales of  outstanding
shares of Common  Stock.  The  Company did not pay any  dividends  on its Common
Stock during the fiscal  years ended  December  31, 1998 or 1997.  Further,  the
Company's existing credit facility with Bank of America prohibits the payment of
cash  dividends on the Company's  Common Stock.  As of December 31, 1998,  there
were 1,460 holders of the Company's common stock.

Stock Bulletin Board Program

In November  1997,  the Company  established a Stock Bulletin Board Program (the
"Program")  pursuant to which the Company  maintains a list of (i)  shareholders
and  employees  of the  Company  who have  notified  the  Company  that they are
interested in buying shares of the Company's Common Stock and (ii)  shareholders
of the Company who are  interested  in selling  shares of the  Company's  Common
Stock. The lists include the names of the interested  shareholders and employees
together  with the  number of shares  such  person  is  interested  in buying or
selling  and  information  regarding  how the  shareholder  or  employee  can be
contacted.  The lists merely set forth the names of persons (including telephone
numbers or other contact mechanisms) who are interested in buying or selling the
specified  numbers  of shares of the  Company's  Common  Stock,  and there is no
assurance that any transaction will occur as to any particular  number of shares
or at any particular price. The Company does not have access to any traded price
information in connection with the Program. Each transaction through the Program
must be  executed  by the buyer and  seller  independent  of the  Company.  Only
shareholders  and  employees of the Company are eligible to  participate  in the
Program.

The Company  updates the lists  quarterly and  distributes  the current lists of
interested  buyers and  sellers  (i)  annually  coinciding  with the  release of
audited annual financial information, (ii) quarterly coinciding with the release
of unaudited  quarterly  financial  information and (iii) upon the request of an
interested shareholder or employee.

The Company is not a registered national securities  exchange,  broker,  dealer,
securities  information  processor,  clearing agency or investment advisor. Each
offer as well as  transaction  must be  conducted  by the  buyer  and  seller in
accordance with applicable federal and state securities laws, including, without
limitation,  antifraud and  anti-manipulation  provisions  and  registration  or
exemption requirements. Any person that is a broker-dealer, an associated person
of a  broker-dealer  or who has a state  securities  license is responsible  for
identifying that fact when  participating in the Program.  "Two-sided quotes" in
which a person  indicates  a bid to buy at one  price  and an offer to sell at a

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higher  price are  prohibited.  The  registration  requirements  of the  federal
securities  laws apply to all offers and sales  through the  Program,  absent an
available  exemption  and any  offers  and  sales of  controlled  or  restricted
securities  may be made in reliance  upon the Section 4(1)  exemption  under the
Securities  Act of 1933,  as  amended,  if all of the  requirements  of Rule 144
promulgated by the Securities and Exchange Commission thereunder are satisfied.

Shareholders and employees who have an interest in buying,  and shareholders who
have an interest in selling,  shares of the  Company's  Common Stock through the
Program should contact the Program Administrator,  Shareholder Relations Manager
at Law Companies Group,  Inc., 1105 Sanctuary  Parkway,  Suite 300,  Alpharetta,
Georgia 30004,  telephone number (770) 360-0600.  The Program Administrator also
serves as transfer  agent on behalf of the Company with respect to any transfers
of shares of Common Stock.

401(k) Plan Valuation

Pursuant to the terms of the Law Companies Group,  Inc. 401(k) Savings Plan (the
"401(k)  Plan"),  the  Company is  required  to obtain on a  quarterly  basis an
independent  appraisal  of the Company for  purposes  of  determining  the "fair
market value" of the Common Stock for purposes of the 401(k) Plan.  Accordingly,
the Company engages two independent  appraisers to conduct quarterly  appraisals
of the Company. The Company utilizes independent  appraisals for purposes of the
valuation  of the Common  Stock of the Company  held in the 401(k)  Plan.  As of
December 31, 1998, the appraised  value was $21.65 per share of Common Stock for
purposes of the 401(k)  Plan.  No  assurances  can be given that the  appraisals
reflect  the  actual  price at which the  Common  Stock has traded or would have
traded had there been a market for the Common Stock.

(b) Recent Sales of Unregistered Securities.

Inapplicable.

ITEM 6 - SELECTED CONSOLIDATED FINANCIAL DATA

Selected  Financial Data on page 14 of the 1998 Annual Report to Shareholders is
incorporated herein by reference.

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

Management's Discussion and Analysis included on pages 15 through 18 of the 1998
Annual Report to Shareholders is incorporated  herein by reference.  The effects
of inflation on operations were not material for the periods being reported.

ITEM 7a - DISCLOSURES ABOUT MARKET RISK

Market Risk information  included in Management's  Discussion and Analysis which
appears on pages 15  through 18 of the 1998  Annual  Report to  Shareholders  is
incorporated herein by reference

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The  following  financial  statements  are  incorporated  herein by reference to
portions of the 1998 Annual Report to Shareholders included with this Form 10-K:

     Financial Statements

         Consolidated  Statements of  Operations  for each of the three years in
         the period ended December 31, 1998, Page 20

         Consolidated Balance Sheets as of December 31, 1998 and 1997,  Page 19

         Consolidated  Statements of Shareholders'  Equity for each of the three
         years in the period ended December 31, 1998, Page 21

         Consolidated  Statements  of Cash Flows for each of the three  years in
         the period ended December 31, 1998, Page 22

         Notes to Financial Statements,  Pages 23 through 37

         Report of Independent Auditors,  Page 38


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

Inapplicable.

                                    PART III

Certain information  required by Part III is omitted from this Annual Report but
is  incorporated  herein  by  reference  from  the  Company's  definitive  Proxy
Statement for the 1999 Annual Meeting of Shareholders  (the "Proxy  Statement").
Such Proxy  Statement will be filed with the Securities and Exchange  Commission
not later than 120 days after December 31, 1998.

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

In  accordance  with  General  Instruction  G(3) of Form 10-K,  the  information
contained with respect to Directors and executive officers of the Company in the
Company's  definitive  proxy  statement is  incorporated  herein by reference in
response to this item.  Pursuant to  Instruction  3 of Item 401(b) of Regulation
S-K and  General  Instruction  G(3) of Form 10-K,  information  relating  to the
executive  officers of the  Company is set forth  under the  caption  "Executive
Officers of the Registrant" in Part I, Item 4(A).

Compliance  with Section 16(a) of the Securities  Exchange Act of 1934:  Section
16(a) of the Securities Exchange Act of 1934, as amended, and regulations of the
Commission thereunder require the Company's directors and executive officers and
any  persons who own more than 10% of the  Company's  Common  Stock,  as well as
certain  affiliates of such  persons,  to file reports with the  Securities  and
Exchange  Commission  with respect to their  ownership of the  Company's  Common
Stock.  Directors,  executive  officers and persons  owning more than 10% of the
Company's  Common  Stock are  required by  Securities  and  Exchange  Commission
regulations to furnish the Company with copies of all Section 16(a) reports they
file.  Based solely on its review of the copies of such  reports  received by it
and  representations  that no other reports were required of those persons,  the
Company believes that during fiscal 1998, all filing requirements  applicable to
its  directors  and  executive  officers  were  complied with in a timely manner
except for the Section  16(a)  required  Form 4 filings due on July 10, 1998 for
Virgil R. Williams and James M.  Williams,  Jr. Family  Partnership,  L.P. which
were filed in July, 1998.

ITEM 11 - EXECUTIVE COMPENSATION

In  accordance  with  General  Instruction  G(3) of Form 10-K,  the  information
contained with respect to executive  compensation is set forth under the caption
"Executive  Compensation"  in the Company's  definitive  proxy  statement and is
incorporated herein by reference in response to this item.

ITEM 12  - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

In  accordance  with  General  Instruction  G(3) of Form 10-K,  the  information
contained with respect to security  ownership of certain  beneficial  owners and
management  is set forth  under  the  caption  "Security  Ownership  of  Certain
Beneficial  Owners and Management" in the Company's  definitive  proxy statement
and is incorporated herein by reference in response to this item.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In accordance with General  Instruction  G(3) of Form 10-K, the information with
respect to certain relationships and related transactions is set forth under the
caption "Certain  Relationships and Related Party Transactions" in the Company's
definitive  proxy statement and is incorporated  herein by reference in response
to this item.


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

(a)      Documents filed as part of this Report:

1.       The following financial  statements are incorporated herein by
         reference  to  portions  of the  1998  Annual  Report  to  
         Shareholders included with this Form 10-K:

     Consolidated  Statements of  Operations  for each of the three years in the
          period ended December 31, 1998, Page 20

     Consolidated Balance Sheets as of December 31, 1998 and 1997, Page 19

     Consolidated Statements of Shareholders' Equity for each of the three years
          in the period ended December 31, 1998, Page 21 

     Consolidated  Statements  of Cash Flows for each of the three  years in the
          period ended December 31, 1998, Page 22

     Notes to Financial Statements, Pages 23 through 37

     Report of Independent Auditors, Page 38

2. Financial Statement Schedule Schedule II - Valuation and Qualifying Accounts

Schedules  not  listed  above  have  been  omitted  as  either  not  applicable,
immaterial,  or disclosed in the  financial  statements  or notes  thereto.  

(b) Reports on Form 8-K:

Inapplicable.

(c)   Exhibits

2.01  Agreement  for sale and  purchase of all the issued  shares of  Chulsavale
Limited,  Gablelane  Limited,  Grashurst  Limited,  Gibb  Petermuller & Partners
(Cyprus) Limited and Gibb Overseas Limited, dated July 26, 1989 (Incorporated by
reference to Form 10 filed April 26, 1991, as amended August 13, 1991,  File No.
0-19239).

2.02  Agreement  for sale and purchase of the business of Sir  Alexander  Gibb &
Partners and related assets and companies,  dated August 18, 1989  (Incorporated
by reference to Form 10 filed April 26, 1991, as amended  August 13, 1991,  File
No. 0-19239).

2.03  Agreement for purchase of Gibb Africa  International  Limited and grant of
options  relating to certain  Cypriot  andAfrican  firms,  dated August 18, 1989
(Incorporated  by reference to Form 10 filed April 26, 1991,  as amended  August
13, 1991, File No. 0-19239).

2.04 Agreement for sale and purchase of the  partnership  of Gibb  Petermuller &
Partners  O.E.,  dated  August 18, 1989.  (Incorporated  by reference to Form 10
filed April 26, 1991, as amended August 13, 1991, File No. 0-19239).

2.05  Redemption  Agreement  dated  August  31,  1995  by and  between  Material
Analytical Services,  Inc. and Law Engineering,  Inc. (Incorporated by reference
to Form 10-K filed June 11, 1996, File No. 0-19239).

2.06  Asset  Purchase  Agreement  between  IAM/Environmental,  Inc.  and  Philip
Environmental   Services  Corporation  dated  July  11,  1996  (Incorporated  by
reference to Form 10-K filed March 25, 1997, File No. 0-19239).

2.07 Stock  Purchase  Agreement  between Law  Companies  Group,  Inc. and Roy G.
Dispasquale,  Jeffrey A. Stocks, John M. Jazesf and E. Bradford Clark dated July
10, 1996  (Incorporated by reference to Form 10-K filed March 25, 1997, File No.
0-19239).

3.01 Third Restated Articles of Incorporation of the Company, as amended through
February 21, 1996.  (Incorporated  by reference to Form 10-K filed June 11, 1996
File No. 0-19239).

8
<PAGE>
3.02 Bylaws of the Company,  as amended through October,  1996  (Incorporated by
reference to Form 10-K filed March 25, 1997 File No. 0-19239).

3.03 Restated Articles of Incorporation of the Company as amended through May 6,
1997  (Incorporated  by reference  to Form 10-K filed March 30,  1998,  File No.
0-19239).

3.04  Bylaws of the  Company as amended  through  May 6, 1997  (Incorporated  by
reference to Form 10-K filed March 30, 1998, File No. 0-19239).

4.01 Form Of  Stockholders'  Agreement  between the Company and each shareholder
(Incorporated  by reference to Form 10 filed April 26, 1991,  as amended  August
13, 1991, File No. 0-19239).

10.01 Law Companies Group, Inc. 1990 Stock Option Plan, as amended (Incorporated
by reference to Form 10 filed April 26, 1991, as amended  August 13, 1991,  File
No. 0-19239).

10.02 Law Companies Group, Inc.  Employee Stock Ownership Plan  (Incorporated by
reference to Form 10 filed April 26, 1991, as amended August 13, 1991,  File No.
0-19239).

10.03  The  Law  Companies   Group,   Inc.  401(k)  Savings  Plan,  as  amended.
(Incorporated by reference to Form 10-K filed June 11, 1996, File No. 0-19239).

10.04 Pension Plan, as amended,  for Employees of Law Companies Group,  Inc. and
Adopting  Subsidiaries,  as  amended  and  restated  effective  January  1, 1976
(Incorporated  by reference to Form 10 filed April 26, 1991,  as amended  August
13, 1991, File No. 0-19239).

10.05 Employee Stock  Purchase  Plan, as amended  (Incorporated  by reference to
Form 10-K filed April, 1994, File No. 0-19239).

10.06  Agreement  between  the  Company  and Walter T. Kiser  dated May 21, 1993
(Incorporated by reference to Form 10-K filed July 10, 1995, File No. 0-19239).

10.07 Employment Agreement dated December 12, 1995 between the Company and James
I. Dangar.  (Incorporated by reference to Form 10-K, as amended,  filed June 11,
1996, File No. 0-19239).

10.08 Second Amendment to the Law Companies Group,  Inc. Pension Plan as Amended
and Restated  dated  February 14, 1997  (Incorporated  by reference to Form 10-K
filed March 25, 1997, File No. 0-19239).

10.09 First Amendment to the Law Companies Group, Inc. 401(k) Savings Plan dated
May 10, 1996  (Incorporated by reference to Form 10-K filed March 25, 1997, File
No. 0-19239).

10.10 Second  Amendment to the Law Companies  Group,  Inc.  401(k)  Savings Plan
dated  August 14, 1996  (Incorporated  by reference to Form 10-K filed March 25,
1997, File No. 0-19239).

10.11 Third Amendment to the Law Companies Group,  Inc. 401(k) Saving Plan dated
December 21, 1996  (Incorporated by reference to Form 10-K filed March 25, 1997,
File No. 0-19239).

10.12 Fourth  Amendment to the Law Companies  Group,  Inc.  401(k)  Savings Plan
dated February 14, 1997  (Incorporated by reference to Form 10-K filed March 25,
1997, File No. 0-19239).

10.13   Employment   Agreement   between  the  Company  and  Peter  D.  Brettell
(Incorporated by reference to Form 10-K filed March 30, 1998, File No. 0-19239).

10.14 Employment  Agreement between the Company and Bruce C. Coles (Incorporated
by reference to Form 10-K filed March 30, 1998, File No. 0-19239).

10.15 Employment Agreement between the Company and W. Allen Walker (Incorporated
by reference to Form 10-K filed March 30, 1998, File No. 0-19239).

10.16   Employment   Agreement   between  the  Company  and  Robert  B.  Fooshee
(Incorporated by reference to Form 10-K filed March 30, 1998, File No. 0-19239).

9
<PAGE>
10.17 Credit Agreement dated January 15, 1998 by and among the Company,  Bank of
America  National  Trust  and  Savings  Association,  and Bank of  America,  FSB
(Incorporated by reference to Form 10-K filed March 30, 1998, File No. 0-19239).

10.18 Securities  Purchase  Agreement between the Company and Messrs.  Virgil R.
Williams and James Williams, Jr. dated May 6, 1997 (Incorporated by reference to
Form 10-K filed March 30, 1998, File No. 0-19239).

10.19 Third Amendment (Fifth  Amendment) to the Law Companies Group, Inc. 401(k)
Savings  Plan dated  November 14, 1997  (Incorporated  by reference to Form 10-K
filed March 30, 1998, File No. 0-19239).

10.20 First Amendment (Third Amendment) to the Law Companies Group, Inc. Pension
Plan dated August 27, 1997  (Incorporated  by reference to Form 10-K filed March
30, 1998, File No. 0-19239).

10.21 Second Amendment to the Law Companies  Group,  Inc. 1990 Stock Option Plan
dated May 6, 1997  (Incorporated by reference to Form 10-K filed March 30, 1998,
File No. 0-19239).

10.22 First  Amendment to Credit  Agreement  dated October 16, 1998 by and among
the Company, Bank of America National Trust and Savings Association, and Bank of
America,  FSB  (Incorporated  by reference to Form 10-Q filed November 13, 1998,
File No. 0-19239).

10.23 Board Resolution reflecting the adoption of the Third Amendment to the Law
Companies Group, Inc. 1990 Stock Option Plan dated August 19, 1998.

10.24 Board  Resolution  reflecting the adoption of the Fourth  Amendment to the
Law Companies Group, Inc. 1990 Stock Option Plan dated February 9, 1999.

10.25  Interest  Rate Swap  Agreement  dated  January  15, 1998 by and among the
Company and Bank of America National Trust and Savings Association.

13.01 Portions of the Annual Report to Shareholders  for the year ended December
31, 1998 which are specifically incorporated herein by reference.

21.01 Subsidiaries of the Company.

23.01 Consent of Ernst & Young LLP

27.00 Financial Data Schedule.


10
<PAGE>


SIGNATURES

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


                                       LAW COMPANIES GROUP, INC.



March 31, 1999                         By:      /s/ Bruce C. Coles    
                                          -----------------------------------
                                          Bruce C. Coles
                                          Chairman of the Board of Directors,
                                          President, and Chief Executive Officer

11
<PAGE>


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 and on the dates indicated.

<TABLE>
<CAPTION>

        Signature             Title                                            Date
<S>                          <C>                                          <C> 
/s/Peter D. Brettell         Director                                     March 31, 1999
-----------------
Peter D. Brettell

/s/Bruce C. Coles            Chairman of the Board of Directors,          March 31, 1999
-----------------            President, and Chief Executive Officer
Bruce C. Coles               

/s/Robert B. Fooshee         Chief Financial Officer,                     March 31, 1999
-----------------            Treasurer, and Director
Robert B. Fooshee          

/s/Walter T. Kiser           Director                                     March 31, 1999
-----------------
Walter T. Kiser

                             Director                                     N/A                                 
-----------------
Zell Miller

/s/Joe A. Mason              Director                                     March 31, 1999  
-----------------
Joe A. Mason

/s/Thomas D. Moreland        Director                                     March 31, 1999
-----------------
Thomas D. Moreland

/s/ Steven Muller            Director                                     March 31, 1999
-----------------
Steven Muller

/s/Clay E. Sams              Director                                     March 31, 1999
-----------------
Clay E. Sams

/s/Kendall H. Sherrill       Corporate Controller                         March 31, 1999
-----------------
Kendall H. Sherrill

/s/Jamse M. Williams, Jr.    Director                                     March 31, 1999
-----------------
James M. Williams, Jr.

/s/John Y. Williams          Director                                     March 31, 1999
-----------------
John Y. Williams

/s/Michael D. Williams       Director                                     March 31, 1999
-----------------
Michael D. Williams

/s/Virgil R. Williams        Director                                     March 31, 1999
-----------------
Virgil R. Williams

</TABLE>
12
<PAGE>
                                   APPENDIX 1
<TABLE> 
<CAPTION>
                                             Law Companies Group, Inc.
                                  Schedule II - Valuation and Qualifying Accounts
                               For the Years Ended December 31, 1998, 1997, and 1996
                                                  (in thousands)

                                                        Beginning               Additions                             Ending Balance
                      Description                        Balance                                       Deductions(2)
----------------------------------------------------- ------------- -------------------------------
                                                                         Expense        Other (1)
----------------------------------------------------- ------------- --------------- --------------- ---------------- ---------------
<S>                                                   <C>              <C>             <C>             <C>              <C>
Year Ended December 31, 1998
      Allowance for Doubtful Accounts                       $3,747         $731            $414         ($   669)           $4,223
     Valuation Allowance for Deferred Tax Assets             4,396           --              --             (148)           $4,248
                                                      ============= =============== =============== ================ ===============
                                                            $8,143         $731            $414         ($   817)           $8,471
                                                      ============= =============== =============== ================ ===============
Year Ended December 31, 1997
      Allowance for Doubtful Accounts                       $4,465       $  172          $  398          ($1,288)           $3,747
      Valuation Allowance for Deferred Tax Assets            3,007        1,389              --        --                    4,396
                                                      ============= =============== =============== ================ ===============
                                                            $7,472       $1,561          $  398          ($1,288)           $8,143
                                                      ============= =============== =============== ================ ===============
Year Ended December 31, 1996   
    Allowance for Doubtful Accounts                         $4,388       $  683          $  275          ($  881)           $4,465
      Valuation Allowance for Deferred Tax Assets            2,332          675              --        --                    3,007
                                                      ============= =============== =============== ================ ===============
                                                            $6,720       $1,358          $  275          ($  881)           $7,472
                                                      ============= =============== =============== ================ ===============
</TABLE>

  (1) Principally recoveries of previously  written-off  receivables and effects
  of foreign  currency  exchange  adjustments.  (2) For  Allowance  for Doubtful
  Accounts,  deductions  principally  represent  write-offs of receivables.  For
  Deferred Tax Assets,  deductions represent utilization of tax benefits related
  to foreign loss carry-forwards.