SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM 8-K

                               CURRENT REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

        Date of report (Date of earliest event reported): May 3, 2001


                              LawGibb Group, Inc.
       ----------------------------------------------------------------
                (Exact name of Registrant as specified in charter)

         Georgia                    0-19239                   58-0537111
------------------------------    -----------             -------------------
(State or Other Jurisdiction      (Commission               (I.R.S. Employer
of Incorporation)                 File Number)             Identification No.)


          1105 Sanctuary Parkway, Suite 300, Alpharetta, Georgia 30004
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)


                                 (770) 360-0600
         --------------------------------------------------------------
                (Registrant's telephone number including area code)

                                       N/A
         ---------------------------------------------------------------
         (Former name and former address, if changed since last report)


<PAGE>

Item 2.  Acquisition or Disposition of Assets

     On May 3, 2001,  LawGibb Group, Inc. ("the Company")  completed the sale of
its  international  business,  which  operated  under the Gibb  name,  to Jacobs
Engineering Group Inc. ("Jacobs").  The transaction (the "Gibb Transaction") was
consummated  pursuant to a Stock Purchase  Agreement dated April 28, 2001 by and
among the  Company,  Law  International,  Inc.  ("LII")  and Gibb  International
Holdings, Inc. ("GIHI"), on the one hand, and Jacobs, Jacobs Engineering,  Inc.,
Jacobs  Engineering UK Limited and Jacobs  Engineering  France SAS, on the other
hand (the "Stock Purchase  Agreement"),  a copy of which is included herewith as
Exhibit 2.06.

     Pursuant to the Stock Purchase Agreement, GIHI first sold the capital stock
of certain of its foreign  subsidiaries to Jacobs' U.K. and French subsidiaries,
after which LII sold the capital stock of GIHI to Jacobs' U.S.  subsidiary.  The
Company  plans  to use the  proceeds  received  from the  Gibb  Transaction  for
strategic  investments.  The aggregate  cash purchase price paid by Jacobs under
the Stock Purchase  Agreement in connection with the Gibb  Transaction was $26.8
million. This purchase price was determined by arms-length  negotiations between
the  Company and  Jacobs.  See Item 7(b) below for  certain pro forma  financial
information for the Company with respect to the Gibb Transaction.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

            a.   Financial statements of business acquired

                        Not applicable

b.       Pro forma financial information

     The following  unaudited pro forma  consolidated  financial  information is
based  on the  historical  consolidated  financial  statements  of  the  Company
adjusted to give effect to the sale of the Company's international business. The
unaudited pro forma  condensed  consolidated  balance sheet as of March 31, 2001
gives  effect  to  the  elimination  of  the  disposed   business  assuming  the
disposition of the business had taken place on March 31, 2001. The unaudited pro
forma consolidated  statement of operations for the year ended December 31, 2000
and the  quarter  ended March 31,  2001 give  effect to the  elimination  of the
disposed  business  assuming the  disposition of the business had taken place at
the beginning of the periods presented.

     Management does not believe that this pro forma presentation is necessarily
indicative  of the financial  position or results of operations  that might have
occurred  had the  disposition  taken  place  at the  beginning  of the  periods
presented or as of March 31, 2001. Management further does not believe that this
pro  forma  presentation  should  be used to  project  the  Company's  financial
position or results of operations at any future date or for any future period.


2

<PAGE>
<TABLE>
<CAPTION>
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
LAWGIBB GROUP, INC.
(unaudited - dollars in thousands, except per share data)
As of March 31, 2001

                                                       As Reported     Adjustments      Pro Forma
                                                       ------------    -----------     -----------
                                                                            (a)
<S>                                                    <C>             <C>             <C>
Assets
Current assets:
    Cash and cash equivalents                          $      4,495    $    18,470     $    22,965
    Billed fees receivable, net of allowance                 65,291        (27,921)         37,370
    Unbilled work in progress                                31,306        (14,720)         16,586
    Other current assets                                      8,738         (3,654)          5,084
                                                       ------------    ------------    -----------
Total current assets                                        109,830        (27,825)         82,005

Property and equipment, net                                  14,525         (3,624)         10,901
Equity investments                                              171             --             171
Intangible assets, net                                       10,754         (9,173)          1,581
Other assets, net                                             6,173          4,645          10,818
                                                        -----------    ------------    -----------
Total assets                                            $   141,453    $   (35,977)    $   105,476
                                                        ===========    ============    ===========



Liabilities and Shareholders' Equity

Current liabilities:
    Short-term borrowings                               $     1,315    $    (1,315)    $        --
    Accounts payable                                         13,448         (3,420)         10,028
    Billings in excess of costs and fees earned on
      contracts in progress                                  16,924        (15,118)          1,806
    Current portion of long-term debt                         4,500           (500)          4,000
    Other accrued expenses                                   10,514         (4,642)          5,872
    Other current liabilities                                13,329         (3,603)          9,726
                                                        ------------   ------------    ------------
Total current liabilities                                    60,030        (28,598)         31,432

Long-term debt                                               16,809         (6,487)         10,322
Deferred income taxes                                         1,785           (675)          1,110
Minority interest in equity of subsidiaries                     129           (129)             --

Cumulative convertible redeemable preferred stock;
      963,398 shares issued and outstanding                   9,934             --           9,934
Shareholders' equity:
    Common stock-$1 par value, 10,000,000 shares
      authorized, 2,615,883 shares issued and
      outstanding                                             2,616             --           2,616
    Additional paid-in capital                               28,905             --          28,905
    Retained earnings                                        33,714        (12,473)         21,241
    Accumulated other comprehensive loss                    (12,469)        12,385             (84)
                                                         -----------    -----------    ------------
                                                             52,766            (88)         52,678
                                                         -----------    -----------    ------------
Total Liabilities and Shareholders' Equity               $  141,453     $  (35,977)    $   105,476
                                                         ===========    ===========    ============

</TABLE>

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<PAGE>

(a) - The effect on the  Company's  balance  sheet as of March 31, 2001,  of the
disposition of the international business, as if the disposition had occurred on
March 31, 2001.

The proceeds and the results of the transaction are as follows:

        Net cash proceeds (including $5.0 million to be
            held in an escrow fund)                              $  26,800
        Expenses of the transaction                                 (1,261)
                                                                 ----------
                                                                    25,539
        Investment in international business                       (25,458)
        Reclassification of accumulated foreign currency
            translation loss                                       (12,385)
        Income taxes                                                  (169)
                                                                 ----------
        Loss on disposition                                      $ (12,473)
                                                                 ==========

The loss on  disposition  will be recorded in the Company's  second quarter 2001
results.

The Company  was  required  to deposit  $5.0  million in an escrow fund to cover
unknown contingent liabilities.


4


<PAGE>
<TABLE>
<CAPTION>

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
LAWGIBB GROUP, INC.
(unaudited - dollars in thousands, except per share data)
For the Year Ended December 31, 2000

                                           As Reported       Adjustments       Pro Forma
                                           ------------     ------------     ------------
                                                                (a)
<S>                                        <C>              <C>              <C>
Gross fees                                 $   304,413      $  (96,138)      $  208,275
Less:  Cost of outside services                 41,193          (7,039)          34,154
                                           ------------     -----------      -----------
Net fees                                       263,220         (89,099)         174,121

Direct costs and expenses:
    Payroll                                     80,077         (28,467)          51,610
    Job related expenses                        30,715         (18,131)          12,584
                                           ------------     -----------      -----------
Gross profit                                   152,428         (42,501)         109,927

Indirect costs and expenses:
    Payroll                                     62,364         (18,818)          43,546
    Other expenses                              73,878         (19,994)          53,884
                                           ------------     -----------      -----------
Operating income                                16,186          (3,689)          12,497

Other Income and (Expense):
    Interest expense                            (1,423)            387           (1,036)
    Deferred financing costs                       (56)             --              (56)
    Other income (expense)                         (33)             --              (33)
                                           ------------     -----------      -----------
Income before income taxes and equity           14,674          (3,302)          11,372
      investments

Income tax provision                            (2,608)            194           (2,414)
Equity investments                                  80             (82)              (2)
                                           ------------     -----------      -----------
                                                12,146          (3,190)           8,956

Less:  Preferred stock dividend
     and accretion                              (1,128)                          (1,128)
                                           ------------                      -----------
Net income available to common
     shareholders                          $    11,018                       $    7,828
                                           ============                      ===========

Earnings per common share - basic          $      4.22                       $     3.00
                                           ============                      ===========

Earnings per common share - diluted        $      3.20                       $     2.31
                                           ============                      ===========


Weighted-average shares - basic                  2,613                            2,613
                                           ============                      ===========

Weighted-average shares - diluted                3,800                            3,387
                                           ============                      ===========
</TABLE>

(a) - The effect on the Company's  statement of operations for fiscal year ended
December 31, 2000, of the disposition of the international  business,  as if the
disposition  had taken place on January 1, 2000. The  adjustments  represent the
historical results of the international business for the year ended December 31,
2000.

5

<PAGE>
<TABLE>
<CAPTION>

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
LAWGIBB GROUP, INC.
(unaudited - dollars in thousands, except per share data)
For the Quarter Ended March 31, 2001

                                           As Reported      Adjustments       Pro Forma
                                           ------------     -----------      -----------
                                                                 (a)
<S>                                        <C>              <C>              <C>
Gross fees                                 $    81,821      $  (27,395)      $    54,426
Less:  Cost of outside services                 13,056          (3,683)            9,373
                                           ------------     -----------      ------------
Net fees                                        68,765         (23,712)           45,053

Direct costs and expenses:
    Payroll                                     22,256          (8,193)           14,063
    Job related expenses                         7,932          (4,434)            3,498
                                           ------------     -----------      ------------
Gross profit                                    38,577         (11,085)           27,492

Indirect costs and expenses:
    Payroll                                     17,329          (4,549)           12,780
    Other expenses                              20,449          (5,701)           14,748
                                           ------------     -----------      ------------
Operating income                                   799            (835)              (36)

Other Income and (Expense):
    Interest expense                              (389)            134              (255)
    Deferred financing costs                       (14)             --               (14)
    Other income (expense)                         346            (345)                1
                                            -----------     -----------      ------------
Income before income taxes and equity              742          (1,046)             (304)
      investments

Income tax provision                              (282)            397               115
Equity investments                                  (3)             --                (3)
                                            -----------     -----------      ------------

Net income  (loss)                                 457            (649)             (192)

Less:  Preferred stock dividend
     and accretion                                (282)                             (282)
                                            -----------                     -------------
Net income available to common
     shareholders                           $      175                      $       (474)
                                            ===========                     =============

Earnings (loss) per common share - basic    $      .07                      $       (.18)
                                            ===========                     =============

Earnings (loss) per common share - diluted  $      .05                      $       (.18)
                                            ===========                     =============


Weighted-average shares - basic                  2,616                             2,616
                                            ===========                     =============

Weighted-average shares - diluted                3,438                             2,616
                                            ===========                     =============

</TABLE>

(a) - The effect on the Company's  statement of operations for the quarter ended
March 31, 2001, of the  disposition  of the  international  business,  as if the
disposition  had taken place on January 1, 2001. The  adjustments  represent the
historical results of the international business for the quarter ended March 31,
2001.


6

<PAGE>


c. Exhibits

     2.06 Stock Purchase Agreement among LawGibb Group, Inc., Law International,
Inc., Gibb International Holdings,  Inc., Jacobs Engineering Group, Inc., Jacobs
Engineering,  Inc., Jacobs  Engineering UK Limited and Jacobs Engineering France
SAS dated as of April 28, 2001.


7

<PAGE>


                                SIGNATURE

     Pursuant to the  requirements  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.

                                                LawGibb Group, Inc.

Date:  May 18, 2001                             By:  /s/ Robert B. Fooshee
                                                --------------------------
                                                Robert B. Fooshee
                                                Executive Vice President, Chief
                                                Financial Officer and Treasurer




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