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


                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended  March 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.
           --------------------------------------------------------------------
                 (Exact name of registrant as specified in its charter)

              Georgia                                     58-0537111
---------------------------------------   -------------------------------------
    State or other jurisdiction                       (I.R.S. Employer
  of incorporation or organization)                 Identification Number)


114 TownPark Drive, Kennesaw, Georgia                       30144
-------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code:     (770) 590-4600

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  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


     The number of shares of Common  Stock of the  Company,  par value $1.00 per
     share, outstanding at April 30, 1998 was 1,889,176.


<PAGE>




                                TABLE OF CONTENTS



                                                                           PAGE


PART I. FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets
as of March 31, 1998 and December 31, 1997 ...................................1

Condensed Consolidated Statements of Operations
for the Quarters Ended March 31, 1998 and 1997 ...............................3

Condensed Consolidated Statements of Cash Flows
for the Quarters Ended March 31, 1998 and 1997................................4

Notes to Condensed Consolidated
Financial Statements..........................................................5


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ................................................................6


PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.....................................11

SIGNATURE....................................................................13


<PAGE>





PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>

CONDENSED CONSOLIDATED BALANCE SHEETS
LAW COMPANIES GROUP, INC.
(in thousands)

<CAPTION>
                                                                     March 31                       December 31
                                                                       1998                             1997
                                                               ---------------------           -----------------------
<S>                                                                <C>                               <C>    
Assets
Current assets:
    Cash and cash equivalents                                      $    14,429                       $     9,527
    Billed fees receivable, net of allowance                            56,223                            56,808
    Unbilled work in progress                                           33,497                            32,105
    Other receivables                                                      880                             1,779
    Employee advances                                                      464                               420
    Prepaid expenses                                                     3,703                             3,268
    Deferred income taxes                                                  607                                 0
                                                               ---------------------           -----------------------

Total current assets                                                   109,803                           103,907

Property and equipment:
    Land and buildings                                                  12,117                            12,094
    Equipment                                                           37,296                            36,507
    Automobiles                                                          2,929                             3,088
    Furniture and fixtures                                              12,344                            12,386
    Leasehold improvements                                               3,579                             3,526
                                                               ---------------------           -----------------------
                                                                        68,265                            67,601
    Less accumulated depreciation and
       amortization                                                     45,485                            44,095
                                                               ---------------------           -----------------------
                                                                        22,780                            23,506
Other Assets:
    Equity investments                                                   1,254                             1,361
    Goodwill, net                                                       13,716                            13,775
    Other assets                                                         3,331                             3,219
                                                               ---------------------           -----------------------
                                                                        18,301                            18,355
                                                               ---------------------           -----------------------

                                                                   $   150,884                       $   145,768
                                                               =====================           =======================

</TABLE>


See accompanying notes.


<PAGE>



<TABLE>

CONDENSED CONSOLIDATED BALANCE SHEETS
LAW COMPANIES GROUP, INC.
(in thousands)

<CAPTION>
                                                                              March 31               December 31
                                                                                1998                     1997
                                                                          -----------------       -------------------
<S>                                                                            <C>                       <C>
Liabilities and shareholders' equity

Current liabilities:
    Short-term borrowings                                                      $     698                 $     904
    Accounts payable                                                              15,012                    17,887
    Billings in excess of costs and fees earned on contracts in
      progress                                                                    15,188                    15,168
    Accrued payroll and other employee benefits                                   12,402                     5,990
    Accrued professional liability reserve                                         3,735                     3,504
    Other accrued expenses                                                        18,996                    21,339
    Income taxes payable                                                           5,798                     3,768
    Current portion of long-term debt                                              1,480                     2,231
    Deferred income taxes                                                              0                       701
                                                                         -----------------           ---------------

Total current liabilities                                                         73,309                    71,492

Long-term debt                                                                    43,985                    42,483

Deferred income taxes                                                              1,555                     1,528

Minority interest in equity of subsidiaries                                           26                     1,060

Cumulative redeemable preferred stock; issued and
      outstanding: 956,613 shares in 1998 and
      956,613 shares in 1997                                                       9,870                     9,864

Shareholders' equity:
    Common stock--$1 par value: authorized: 10,000,000 shares;
      issued and outstanding:  1,889,176
        shares in 1998 and 1,872,000 shares in 1997                                1,889                     1,872
    Additional paid in capital                                                    15,949                    14,957
    Retained earnings                                                              9,785                     8,855
    Foreign currency translation adjustment                                       (5,484)                   (6,343)
                                                                          -----------------       -------------------
                                                                                  22,139                    19,341
                                                                          -----------------       -------------------
                                                                                $150,884                 $ 145,768
                                                                          =================       ===================
</TABLE>


See accompanying notes.


<PAGE>




<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
LAW COMPANIES GROUP, INC.
(in thousands, except per share data)
<CAPTION>
                                                                            For the Quarter
                                                                            Ended March 31
                                                             ----------------------------------------------
                                                                   1998                       1997
                                                             ------------------        --------------------

<S>                                                          <C>                       <C>          
Gross fees                                                   $      73,655             $      75,491
Less:  Cost of outside services                                      7,932                     8,098
                                                             ------------------        --------------------
Net fees                                                            65,723                    67,393

Direct costs and expenses:
    Payroll                                                         19,658                    20,009
    Job related expenses                                             7,343                     7,669
                                                             ------------------        --------------------
Gross profit                                                        38,722                    39,715

Indirect costs and expenses:
    Payroll                                                         15,628                    15,968
    Other expenses                                                  19,689                    20,656
                                                             ------------------        --------------------
Operating income                                                     3,405                     3,091

Other expense:
    Interest expense                                                (1,055)                     (955)
    Deferred financing costs                                           (37)                     (345)
    Other income (expense)                                               1                       (23)
                                                             ------------------        --------------------
    Income before income taxes  and
      equity investments                                             2,314                     1,768

Income tax provision                                                (1,065)                     (813)
Equity investments                                                      (8)                      (49)
                                                             ------------------        --------------------

Net income                                                           1,241                       906
Less:  preferred stock dividend and
    accretion                                                        (282)                         -
                                                             ------------------        --------------------
Net income available to common
    shareholders                                             $        959             $          906
                                                             ==================        ====================

Net income per common share                                  $        .51             $          .48
                                                             ==================        ====================
Net income per common share -
    assuming dilution                                        $        .42             $          .47
                                                             ==================        ====================

</TABLE>

See accompanying notes.


<PAGE>


<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
LAW COMPANIES GROUP, INC.
(in thousands)
<CAPTION>
                                                                                      For the Quarter
                                                                                       Ended March 31
                                                                               ------------------------------
                                                                                   1998             1997
<S>                                                                             <C>             <C>                                
Operating activities
     Net income                                                                 $   1,241       $      906
     Adjustments  to  reconcile  net  income  to net cash  provided  by
       operating activities:
         Depreciation and amortization                                              1,676            2,037
         Provision for losses on receivables                                          127               75
         Provision for losses on claims                                               231               89
         Deferred income taxes                                                     (1,300)          (1,062)
         Undistributed losses from equity investments                                   8                49
         Gain (loss) on disposal of property and equipment                              0                16

             Changes in operating assets and liabilities:
                 Billed fees receivable                                             1,665             4,761
                 Unbilled work in progress                                            446              (594)
                 Other current assets                                                (527)             (495)
                 Accounts payable and accrued expenses                              2,122              (151)
                 Billings in excess of costs and fees earned
                   on contracts in progress                                          (255)           (2,297)
                                                                               ------------     -------------
     Net cash provided by operating activities                                      5,434            3,334

Investing activities
     Purchases of property and equipment                                             (715)            (452)
     Proceeds from disposal of property and equipment and equity
        investments                                                                     2                5
     Other, net                                                                        81              160
                                                                               ------------     -------------
     Net cash used by investing activities                                           (632)            (287)
                                                                               

Financing activities
     Net (payments) proceeds on short-term borrowings                                (148)             434
     Net (payments)  proceeds on revolving line of credit and long-term
       borrowings                                                                     848           (1,804)
     Deferred financing and preferred stock issuance costs                           (397)          (1,348)
     Repurchase and retirement of shares                                              (60)             (11)
     Preferred dividends paid                                                        (200)               0
                                                                               ------------     -------------
Net cash used by financing activities                                                  43           (2,729)
Effect of exchange rate changes on cash                                                56             (153)
                                                                               ------------     -------------
Increase in cash and cash equivalents                                               4,901              165
Cash and cash equivalents at beginning of period                                    9,527            8,097
                                                                               ------------     -------------
Cash and cash equivalents at end of period                                      $  14,429         $  8,262
                                                                               ============     =============
</TABLE>

See accompanying notes.


<PAGE>







NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
LAW COMPANIES GROUP, INC.


NOTE 1 - There have been no significant  changes in the  accounting  policies of
the Company during the periods  presented.  For a description of these policies,
see Note 1 of Notes to  Consolidated  Financial  Statements  for the year  ended
December 31, 1997 in the Company's Form 10-K.

NOTE 2 - The unaudited condensed  consolidated  financial  statements  presented
herein have been prepared in accordance  with the  instructions to Form 10-Q and
do not include all of the information and note disclosures required by generally
accepted accounting  principles.  These statements should be read in conjunction
with the Consolidated Financial Statements and Notes for the year ended December
31,  1997  included  in the  Company's  Form 10-K.  The  accompanying  condensed
consolidated  financial  statements  at and for the three months ended March 31,
1998 and 1997 have not been audited by independent  auditors in accordance  with
generally  accepted  auditing  standards,  but in the opinion of management such
financial  statements  include  all  adjustments,   consisting  only  of  normal
recurring adjustments,  necessary to summarize fairly the Company's consolidated
financial position and results of operations.  The results of operations for the
three months ended March 31, 1998 may not be  indicative of the results that may
occur during the year ending December 31, 1998.

NOTE 3 - On January 15, 1998, the Company  refinanced its credit facilities into
one credit  facility  with a global  bank.  For a  description  of these  credit
facilities,  see Note 4 of Notes to  Consolidated  Financial  Statements for the
year ended December 31, 1997 in the Company's Form 10-K.


NOTE 4 - As of January 1, 1998, the Company  adopted  Statement  130,  Reporting
Comprehensive Income.  Statement 130 establishes new rules for the reporting and
display of  comprehensive  income and its components;  however,  the adoption of
this  Statement  had no  impact on the  Company's  net  income or  shareholders'
equity. Statement 130 requires foreign currency translation adjustments or other
adjustments,  if any,  which  prior to  adoption  were  reported  separately  in
shareholders' equity to be included in other comprehensive income.
During the first quarter of 1998 and 1997, total  comprehensive  income amounted
to $1,774 and $510.


<PAGE>


ITEM 2.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
         RESULTS OF OPERATIONS

The following table sets forth, for the three month periods  indicated,  (i) the
percentage of net fees  represented by certain items  reflected in the Company's
condensed consolidated  statements of income and (ii) the percentage increase or
decrease in each of such items in 1998 from the  comparable  period in the prior
year.  The Company  measures its operating  performance on the basis of net fees
since a  substantial  portion of gross fees flow  through to clients as costs of
subcontractors  and  other  project-specific  outside  services.  Net  fees  are
determined by deducting the cost of these outside services from gross fees. This
table  and the  subsequent  discussion  should be read in  conjunction  with the
Condensed  Consolidated Financial Statements and notes to Condensed Consolidated
Financial Statements contained elsewhere in this Form 10-Q.
<TABLE>
<CAPTION>
                                                                                      Year to Year
                                                                                         Dollar
                                                      Three Month                       Increase
                                                 Periods Ended March 31                (Decrease)
                                            ---------------------------------     ---------------------
                                                   1998             1997              1998 vs. 1997
                                            ----------------- ---------------     ---------------------

<S>                                                 <C>               <C>                   <C>   
Net fees                                            100.0%            100.0%                (2.5%)

Gross profit                                         58.9%             58.9%                (2.5%)

Indirect costs and expenses                          53.7%             54.3%                (3.6%)

Operating income                                      5.2%              4.6%                10.2%

Net income (loss)                                     1.9%              1.3%                37.0%

</TABLE>

Results of Operations

Consolidated  net fees of $65.7  million  for the  first  three  months  of 1998
decreased  2.5% from net fees of $67.4 million for the same period in 1997.  The
United  States net fees  decreased  1.2% from $43.4  million for the first three
months of 1997 to $42.8  million for the same period in 1998.  United States net
fees  have  been  negatively  impacted  by a lack  of  environmental  regulatory
pressure  which has  softened  the demand in the  environmental  markets and has
resulted in increased  competition.  This decrease has been largely mitigated by
the Company's  efforts to improve its business  development  initiatives,  which
have included sales and marketing programs introduced in the latter half of 1997
and the first quarter of 1998.

The International  Group's net fees for the first quarter of 1998 decreased 4.7%
from $24.0 million in 1997 to $22.9 million. This quarter to quarter decrease is
attributable to a hold on government expenditures surrounding the United Kingdom
general  election  in the second  quarter  of 1997,  which  directly  led to the
cancellation of a project which was ongoing in the first quarter of 1997.



<PAGE>


The gross profit  margin for the first  quarter of 1998  remained  constant with
that of the same period in 1997 at 58.9%. The United States' gross profit margin
increased slightly to 65.0% in the first quarter of 1998 from 64.9% for the same
period in 1997. The small  improvement in margin reflects the Company's focus on
improved  project  management and operating  procedures in response to difficult
domestic  market  conditions.  The  International  Group's  gross profit  margin
decreased slightly from 48.2% in the first quarter of 1997 to 47.6% for the same
period in 1998.  This slight  decrease was primarily due to project  performance
issues.

Indirect costs and expenses were $35.3  million,  or 53.7% of 1998 first quarter
net fees,  compared with $36.6 million, or 54.3% of 1997 first quarter net fees.
This decrease of 3.6% is  attributable  to the continued  positive impact of the
Company's cost reduction and labor  utilization  initiatives.  These initiatives
were designed to maximize  efficiency and  profitability,  to effect substantive
change in the culture of the Company, and to improve labor utilization. In 1997,
the  Company  advanced  its  efforts to lower real  estate and office  occupancy
costs, which has provided additional benefit to the first quarter 1998 results.

Interest  expense  was $1.1  million in 1998's  first  quarter  compared to $1.0
million for the same period in 1997.  This  increase is  attributable  to higher
average outstanding debt in the first quarter of 1998. Interest rates charged on
bank borrowings,  however, have improved over rates charged in the first quarter
of 1997. The  amortization of deferred  financing  costs declined  significantly
(from $.3  million  in the first  quarter  of 1997 to $.04  million  in the same
period of 1998)  reflecting  the  successful  efforts to negotiate a bank credit
facility with reduced fees and related legal costs.

The effective  income tax rate was 46.0% for the first three months of both 1998
and 1997. The effective tax rates were higher than the statutory federal rate of
34% due primarily to the effect of state income taxes and certain  nondeductible
expenses.

In the first quarter of 1998, the Company recorded net income of $1,241,000,  or
$.51 per share (basic),  compared to net income of $906,000,  or $0.48 per share
(basic), for the first quarter of 1997.

Currency Translation

The translation of the Company's foreign subsidiaries' financial statements into
U.S.  dollars is done in  multiple  steps.  First,  all foreign  operations  are
measured into the functional  currencies of the foreign  subsidiaries'  economic
environments  by  utilizing a  combination  of current,  average,  and  historic
exchange  rates,  with  translation  impacts  included  in income.  The  foreign
subsidiaries'  functional currency financial statements are translated into U.S.
dollars,  the  Company's  reporting  currency,  utilizing  current  and  average
exchange rates, resulting in an adjustment to shareholders' equity. In addition,
transactions  denominated  in different  currencies  result in exchange gains or
losses which are included in income. The impact of foreign currency  translation
and exchange  transactions  included in income was not  significant in the first
quarter of 1998. The  translation of the Company's  foreign  subsidiaries in the
first quarter of 1998 resulted in a $.9 million  change in the Foreign  Currency
Translation Adjustment component of shareholders' equity. This change was caused
by a decrease in the strength of the dollar  relative to the pound  sterling and
the Rand from December 31, 1997 to March 31, 1998.



<PAGE>


Debt and Short-term Borrowings

The Company  reported debt and  short-term  borrowings of $46.2 million at March
31, 1998,  compared to $45.6 million at December 31, 1997.  Debt and  short-term
borrowings as a percentage of total capitalization  amounted to 59% at March 31,
1998, compared to 61% at December 31, 1997.

On January 15, 1998,  the Company  refinanced its credit  facilities  (the "1998
Facility") with a bank with which the Company had no previous relationship.  For
a description of these credit  facilities,  see Note 4 of Notes to  Consolidated
Financial  Statements for the year ended December 31, 1997 in the Company's Form
10-K.  The 1998  Facility  bears a three-year  term and two  one-year  extension
options.  The 1998 Facility  includes  certain  restrictions  relating to, among
other things,  limitations on capital  expenditures  and  achievement of certain
leverage and fixed charge ratios,  as well as other  customery  convenants.  The
1998  Facility is secured by  substantially  all of the assets of the  Company's
United States and United Kingdom operating subsidiaries. See also "Liquidity and
Capital Resources."

Liquidity and Capital Resources

While the Company anticipates continuing capital requirements to support growth,
expansion of services,  and capital expenditures,  the Company believes that its
cash  provided by  operations  and  borrowings  available  under the bank credit
facility will be sufficient to meet its requirements for the foreseeable future.

Prior to 1995, certain of the Company's  subsidiaries filed their federal income
tax returns on the cash basis of accounting.  Effective  January 1, 1995,  these
subsidiaries  changed  their method of  accounting  from the cash to the accrual
method for federal income tax purposes. Accordingly,  previously deferred income
of  approximately  $47  million at January 1, 1995 will be  included  in taxable
income over a four year period, which began in 1995, resulting in an accelerated
tax  liability of $16 million.  The Company  anticipates  additional  income tax
payments of approximately $4.5 million for the remainder of 1998 related to this
change in income tax accounting.

The Company's 401(k) Savings Plan (the "Plan")  permitted  employees to elect to
invest their Plan  contributions  in Company Common Stock, and provided that the
Company's matching contributions,  if any, under the Plan be made in the form of
Company Common Stock.  As of May 10, 1996, the Board of Directors of the Company
decided to terminate  the Company  Common Stock fund under the Plan,  whether as
employee  contributions  or as Company matching  contributions.  Consistent with
that  decision,  employees  are allowed to trade out of (but not into) shares of
the  Company's  Common  Stock  held in  their  individual  401(k)  accounts,  in
accordance with Plan provisions. In the first quarter of 1998, 3,480 shares were
traded out of the Plan totaling $60,000.

Cash Provided by Operations

Cash  provided  by  operations  in the  first  quarter  of 1998 of $5.4  million
increased  from  $3.3  million  in  1997.  This  increase  is  primarily  due to
improvements in working  capital  management as compared to the first quarter of
1997.



<PAGE>


Capital Expenditures

Capital  expenditures  for the  first  three  months  of 1998  were $.7  million
compared to $.5 million for the first three months of 1997. This slight increase
was in line with the  Company's  1998  capital  expenditures  plan.  In order to
continue to enhance productivity and potentially increase earnings,  the Company
has continued,  and will continue,  its capital spending programs,  particularly
for computer and other  technology-related  equipment. The Company believes that
the limit of capital  spending  imposed by its credit facility ($7.0 million per
year) is sufficient to meet foreseeable  requirements.  The Company has no other
material commitments for purchases of additional equipment.

Dividends

Cash dividends on Common Stock have been and continue to be prohibited under the
current and  previous  bank credit  facilities.  As required by the terms of the
Preferred  Stock,  the Company paid  dividends  to the holders of the  Preferred
Stock. These dividends totaled $0.2 million, or $.21 per preferred share.

Year 2000 Consequences

As the  Company's  core  business  services are  engineering  and  environmental
science professional  consulting services, the delivery of these services is not
critically dependent on any mainframe,  mini-computer or personal computer based
applications.  Where computer  applications  are used to support the delivery of
services to clients, the applications are personal computer based and fully Year
2000 compliant.

Of the  Company's  administrative  support  systems  which  are  not  Year  2000
compliant,  the Company does not  anticipate  adverse  difficulties  or material
costs associated with migrating to Year 2000 compliant  systems.  Implementation
plans for compliant systems have been developed and are currently being executed
so that all administrative  support systems will be fully Year 2000 compliant by
mid-1999.

Forward Looking Statements

This Quarterly Report on Form 10-Q contains "forward-looking  statements" within
the  meaning of  Section  27A of the  Securities  Act of 1993,  as amended  (the
"Securities Act"), which represent the Company's  expectations or beliefs.  When
used in this report,  the words "may," "could,"  "should,"  "would,"  "believe,"
"anticipate," "estimate," "expect," "intend," "plan" and similar expressions are
intended to  identify  forward-looking  statements.  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 the
factors  described in the  Company's  filings with the  Securities  and Exchange
Commission (the "Commission"), as well as general economic conditions in each of
the  geographic  regions  served by the Company and industry  trends could cause
actual  results or outcomes to differ  materially  from those  expressed  in any
forward-looking  statements of the Company. Any forward-looking statement speaks
only as of the date of this report and the Company  undertakes  no obligation to
update  any  forward-looking  statement  or  statements  to  reflect  events  or
circumstances  after the date on which such  statement is made or to reflect the
occurrence of an unanticipated  event. New factors emerge from time to time, and
it is not possible for the Company to predict all of such factors.  Further, the
Company  cannot  assess the impact of each such  factor on its  business  or the
extent to which any factor, or combination of factors,  may cause actual results
to differ materially from those contained in any forward-looking statements.



<PAGE>


Effect of Inflation

General  economic  inflation  had the effect of increasing  the Company's  basic
costs of operations.  These  increased  costs were generally  recovered  through
increases in contract prices.


PART II.  OTHER INFORMATION


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

                  (a)   Exhibits

                           11.01            Computation of Earnings Per Share

                           27.00            Financial Data Schedule



                  (b)   Reports on Form 8-K

                           None



<PAGE>



<TABLE>
                                   EXHIBIT 11
                            LAW COMPANIES GROUP, INC.
                        COMPUTATION OF EARNINGS PER SHARE
                      (in thousands, except per share data)


<CAPTION>
                                                                          For the Quarter Ended
                                                                -------------------------------------------
                                                                     March 31             March 31
                                                                       1998                 1997
                                                                -------------------------------------------
<S>                                                               <C>                 <C>        
Numerator:
   Net income                                                     $     1,241         $       906
   Preferred stock dividends and accretion                               (282)                  -
                                                                -------------------------------------------
                                                                -------------------------------------------
   Numerator for basic earnings per share - income
   available to common shareholders                                       959                 906

   Effect of dilutive securities:
      None                                                                  -                   -
                                                                -------------------------------------------
      Numerator for diluted earnings per share -
     income available to common shareholders                         $    959             $   906


Denominator:
   Denominator  for  basic  earnings  per  share  -
     weighted-average shares                                            1,878               1,905

   Effect of dilutive securities:
       Employee stock options                                              69                   3
       Common stock warrants                                              336                   -
                                                                -------------------------------------------

   Dilutive potential common shares                                       405                   3
                                                                -------------------------------------------

      Denominator for diluted earnings
      per share - adjusted weighted-average shares
                                                                        2,283               1,908
                                                                ===========================================

Basic earnings per share                                          $       .51         $       .48
                                                                ===========================================

Diluted earnings per share                                        $       .42         $       .47
                                                                ===========================================

</TABLE>



<PAGE>


                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant,  Law Companies Group, Inc., has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.


LAW COMPANIES GROUP, INC.




/s/ R. B. Fooshee
-----------------------------------------------------------
Robert B. Fooshee
Chief Financial Officer and Treasurer


Dated:    May 15, 1998