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

                                 FORM 10-K/A

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

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
                               EXCHANGE ACT OF 1934
                 For the transition period from to ________.

                          Commission file number  0-11774

                              INVESTORS TITLE COMPANY
                (Exact name of registrant as specified in its charter)

     North Carolina                                         56-1110199
(State or other jurisdiction of                            (I.R.S. Employer
    incorporation or organization)                        Identification No.)

              121 North Columbia Street, Chapel Hill, North Carolina  27514
                  (Address of principal executive offices)

        Registrant's telephone number, including area code: (919) 968-2200

           Securities registered pursuant to section 12(g) of the Act:

    Common Stock, no par value                      None
(Title of each class)             (Name of the exchange on which registered)

       Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes  X   No
                                              --- 
         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part  III of the  Form  10-K or any
amendment to this Form 10-K. ______

On March 1, 1999, the aggregate  market value of the voting and nonvoting common
equity held by nonaffiliates of the registrant was $53,142,021.

On March 1, 1999, the number of common shares outstanding was 2,810,349.

DOCUMENTS INCORPORATED BY REFERENCE

Documents                                            Form 10-K Reference
- ---------                                            -------------------
Portions of Annual Report to Shareholders           Part I,  Items 1 and 2
for fiscal year ended December 31, 1998             Part II, Items 5 - 8
                                                    Part IV, Item 14
Portions of Proxy Statement (in connection
with Annual Meeting                                 Part III, Items 10 - 13
to be held on May 11, 1999)
Location of Exhibit Index: The Index to Exhibits
is contained in Part IV herein
on page 14.