SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                   FORM 8-A/A
                                 AMENDMENT NO. 5
                                       TO
                                    FORM 8-A


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                        LANDAMERICA FINANCIAL GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              Virginia                                  54-1589611
(State of Incorporation or Organization)    (I.R.S. Employer Identification No.)

      101 Gateway Centre Parkway
          Richmond, Virginia                            23235-5153
(Address of Principal Executive Offices)                (Zip Code)

If this form relates to the                     If this form relates to the
registration of a class of                      registration of a class of
securities pursuant to Section                  securities pursuant to Section
12(b) of the Exchange Act and                   12(g) of the Exchange Act and
is effective pursuant to General                is effective pursuant to General
Instruction A.(c), please check                 Instruction A.(d), please check
the following box.  [_]                         the following box.  [_]

Securities Act registration statement file number to which this form
relates:____________
      (If applicable)

Securities to be registered pursuant to Section 12(b) of the Act:

       Title of Each Class                  Name of Each Exchange on Which
       to be so Registered                  Each Class is to be Registered
       -------------------                  ------------------------------

   Common Stock, no par value                  New York Stock Exchange

Preferred Share Purchase Rights                New York Stock Exchange

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

                                      none
                                (Title of Class)








                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

         LandAmerica   Financial  Group,  Inc.,  a  Virginia   corporation  (the
"Company"),   hereby  amends  in  its  entirety  the  following   items  of  its
registration statement on Form 8-A, SEC File No. 001-13990,  dated September 29,
1995, and filed with the Securities and Exchange  Commission (the  "Commission")
on October 2, 1995 (the "Form 8-A"),  as amended by Amendment  No. 1 to the Form
8-A,  dated August 29, 1997, and filed with the Commission on September 2, 1997;
Amendment  No. 2 to the Form 8-A,  dated  December 23, 1997,  and filed with the
Commission on December 23, 1997;  Amendment No. 3 to the Form 8-A, dated June 6,
1999,  and filed with the Commission on June 7, 1999; and Amendment No. 4 to the
Form 8-A, dated August 4, 2000 and filed with the Commission on August 7, 2000.

Item 1.           Description of Registrant's Securities to be Registered.

         The  following  description  of the  capital  stock of the  Company  is
qualified in its entirety by reference to applicable  provisions of Virginia law
and the  Company's  Articles of  Incorporation  (the  "Company's  Charter")  and
Bylaws,  the  complete  text of  which  are on file  with  the  Commission.  The
Company's  authorized  capital stock  consists of 5,000,000  shares of preferred
stock,  without par value (the  "Preferred  Stock"),  and  45,000,000  shares of
common stock, without par value (the "Common Stock").

Common Stock

         The holders of Common  Stock are entitled to one vote for each share on
all matters voted on by  shareholders,  including  elections of directors,  and,
except as otherwise required by law or provided in any resolution adopted by the
Board of Directors with respect to any series of Preferred Stock, the holders of
such shares exclusively possess all voting power. The Company's Charter does not
provide  for  cumulative  voting in the  election of  directors.  Subject to any
preferential  rights of any outstanding series of Preferred Stock created by the
Board of Directors  from time to time,  the holders of Common Stock are entitled
to such dividends as may be declared from time to time by the Board of Directors
from funds available therefor,  and upon liquidation are entitled to receive pro
rata all assets of the Company available for distribution to such holders.

Preferred Stock

         Under   the  Company's  Charter,   the  Board  of  Directors,   without
shareholder approval, is authorized to issue shares of Preferred Stock in one or
more series and to  designate,  with  respect to each such  series of  Preferred
Stock, the number of shares in each such series, the dividend rates, preferences
and date of payment,  voluntary and  involuntary  liquidation  preferences,  the
availability of redemption and the prices at which it may occur,  whether or not
dividends shall be cumulative  and, if cumulative,  the date or dates from which
the  same  shall  be  cumulative,  the  sinking  fund  provisions,  if any,  for
redemption  or  purchase  of  shares,  the  rights,  if any,  and the  terms and
conditions on which shares can be converted  into or exchanged for shares of any
other

                                       2


class or series,  and the voting rights,  if any. Any Preferred Stock issued may
be senior to the Common  Stock as to  dividends  and as to  distribution  in the
event of liquidation,  dissolution or winding up of the Company.  The ability of
the Board of Directors to issue Preferred Stock, while providing  flexibility in
connection with possible acquisitions and other corporate purposes, could, among
other things, adversely affect the voting power of holders of Common Stock.

         The Board of Directors has  authorized  and reserved  200,000 shares of
Series A Junior Participating  Preferred Stock, without par value (the "Series A
Preferred  Stock"),  for  issuance  upon the  exercise  of the  preferred  share
purchase rights (the "Rights")  described  below.  See "Preferred Share Purchase
Rights." The creation and issuance of any other series of Preferred  Stock,  and
the relative  rights and  preferences of such series,  if and when  established,
will depend upon,  among other things,  the future capital needs of the Company,
then-existing  market  conditions and other factors that, in the judgment of the
Board of Directors, might warrant the issuance of Preferred Stock.

Preemptive Rights

         No  holder  of any share of  Common  Stock or  Preferred  Stock has any
preemptive  right to subscribe to any  securities  of the Company of any kind or
class.

Preferred Share Purchase Rights

         Each  outstanding   share  of  Common  Stock  (a  "Common  Share")  has
associated  with it one Right.  Each Right  entitles  the  registered  holder to
purchase  from the  Company one  one-hundredth  of a share of Series A Preferred
Stock (a "Series A Preferred  Share") at a price of $85 (the  "Purchase  Price")
per one one-hundredth of a Series A Preferred Share, subject to adjustment.  The
terms of the  Rights  were  originally  set forth in a Rights  Agreement,  dated
October 1, 1991,  between the Company and Sovran Bank, N.A., as Rights Agent, as
amended by the Amendment to Rights Agreement,  dated June 22, 1992,  between the
Company,  NationsBank,  N.A.  (formerly  Sovran Bank, N.A.) and Wachovia Bank of
North  Carolina,  N.A., as successor  Rights Agent.  The terms of the Rights are
currently set forth in the Amended and Restated Rights  Agreement,  dated August
20, 1997 (the "Amended and Restated Rights Agreement"),  between the Company and
Wachovia Bank, N.A. (formerly  Wachovia Bank of North Carolina,  N.A.) as Rights
Agent  ("Wachovia"),  as amended by the First  Amendment to Amended and Restated
Rights Agreement, dated December 11, 1997, between the Company and Wachovia (the
"First  Amendment"),  and the Second  Amendment to Amended and  Restated  Rights
Agreement,  dated June 1, 1999,  between the Company,  Wachovia and State Street
Bank and Trust Company,  as successor Rights Agent ("State Street") (the "Second
Amendment"),  and the Third Amendment to Amended and Restated Rights  Agreement,
dated July 26, 2000, between the Company and State Street (the "Third Amendment"
and,  together  with the  Amended  and  Restated  Rights  Agreement,  the  First
Amendment and the Second Amendment, the "Rights Agreement").

         The Rights will be  evidenced by Common  Share  certificates  until the
earlier to occur of (i) 10 days following a public announcement that a person or
group of affiliated or associated persons have acquired beneficial  ownership of
20% or more of the outstanding Common Shares

                                       3


(an  "Acquiring  Person") or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors  prior to such time as any person
or group of  affiliated  or  associated  persons  becomes an  Acquiring  Person)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the  outstanding  Common Shares
(the earlier of such dates being called the "Distribution Date").

         The Rights Agreement  provides that,  until the  Distribution  Date (or
earlier redemption or expiration of the Rights), the Rights will be transferable
with and only with the Common Shares.  Until the  Distribution  Date (or earlier
redemption or expiration of the Rights),  new Common Share  certificates  issued
after  August 20,  1997 upon  transfer  or new  issuance  of Common  Shares will
contain a legend  incorporating  by reference the terms of the Rights  Agreement
(as such may be amended from time to time).  Notwithstanding  the absence of the
aforementioned   legend  or  the   existence  of  an  earlier  form  of  legend,
certificates evidencing Common Shares outstanding on or prior to August 20, 1997
shall also evidence one Right for each Common Share evidenced thereby. Until the
Distribution  Date (or earlier  redemption  or  expiration  of the Rights),  the
surrender for transfer of any certificates  for Common Shares  outstanding as of
August 20, 1997, even without such legend,  will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate. As
soon as  practicable  following the  Distribution  Date,  separate  certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common  Shares as of the close of business on the  Distribution  Date and
such separate Right Certificates alone will evidence the Rights.

         The Rights are not exercisable until the Distribution  Date. The Rights
will expire on August 20, 2007 (the "Final Expiration  Date"),  unless the Final
Expiration  Date is  extended  or unless  the  Rights are  earlier  redeemed  or
exchanged by the Company, in each case, as described below.

         The Purchase Price payable, and the number of Series A Preferred Shares
or other  securities  or  property  issuable,  upon  exercise  of the Rights are
subject to adjustment from time to time to prevent  dilution (i) in the event of
a stock dividend on, or a subdivision,  combination or reclassification  of, the
Series A  Preferred  Shares,  (ii) upon the  grant to  holders  of the  Series A
Preferred  Shares of certain  rights or  warrants to  subscribe  for or purchase
Series A Preferred  Shares at a price, or securities  convertible  into Series A
Preferred  Shares with a conversion  price,  less than the  then-current  market
price of the Series A Preferred Shares or (iii) upon the distribution to holders
of the  Series A  Preferred  Shares  of  evidences  of  indebtedness  or  assets
(excluding  regular  periodic  cash  dividends  paid out of earnings or retained
earnings or dividends  payable in Series A Preferred  Shares) or of subscription
rights or warrants (other than those referred to above).

         The number of outstanding  Rights and the number of one  one-hundredths
of a Series A  Preferred  Share  issuable  upon  exercise of each Right are also
subject to  adjustment  in the event of a stock split of the Common  Shares or a
stock  dividend on the Common Shares  payable in Common Shares or  subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.

                                       4


         Series A Preferred Shares  purchasable upon exercise of the Rights will
not be redeemable.  Each Series A Preferred  Share will be entitled to a minimum
preferential  quarterly dividend payment of $1 per share but will be entitled to
an aggregate dividend equal to 100 times the dividend declared per Common Share.
In the event of liquidation,  the holders of the Series A Preferred  Shares will
be entitled to a minimum preferential  liquidation payment of $100 per share but
will be entitled to an aggregate payment equal to 100 times the payment made per
Common Share. Each Series A Preferred Share will have 100 votes, voting together
with the Common Shares.  Finally,  in the event of any merger,  consolidation or
other transaction in which Common Shares are exchanged,  each Series A Preferred
Share  will be  entitled  to  receive  an amount  equal to 100 times the  amount
received per Common Share. These rights are protected by customary  antidilution
provisions.

         Because  of the  nature of the  Series A  Preferred  Shares'  dividend,
liquidation and voting rights, the value of the one one-hundredth  interest in a
Series  A  Preferred  Share  purchasable  upon  exercise  of each  Right  should
approximate the value of one Common Share.

         In the event that the Company is acquired in a merger or other business
combination  transaction  or 50% or more of its  consolidated  assets or earning
power are sold after a person or group has become an  Acquiring  Person,  proper
provision  shall be made so that each holder of a Right will thereafter have the
right to receive,  upon the exercise  thereof at the then current exercise price
of the Right,  that number of shares of common  stock of the  acquiring  company
that at the time of such  transaction  will have a market value of two times the
exercise price of the Right.

         In the event  that any  person  or group of  affiliated  or  associated
persons becomes an Acquiring Person, proper provision shall be made so that each
holder of a Right, other than Rights  beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to receive, upon
the  exercise  thereof at the then  current  exercise  price of the Right,  that
number of Common Shares having a market value of two times the exercise price of
the Right.

         At any time  after any  person  or group of  affiliated  or  associated
persons becomes an Acquiring  Person and prior to the acquisition by such person
or group of 50% or more of the outstanding Common Shares, the Board of Directors
of the Company may exchange  the Rights  (other than Rights owned by such person
or group, that will have become void), in whole or in part, at an exchange ratio
of one Common Share, or one  one-hundredth  of a Series A Preferred  Share,  per
Right (subject to adjustment).

         With certain  exceptions,  no adjustment in the Purchase  Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
such  Purchase  Price.  No fractional  Series A Preferred  Shares will be issued
(other than  fractions  that are integral  multiples of one  one-hundredth  of a
Series A  Preferred  Share,  which  may,  at the  election  of the  Company,  be
evidenced by  depository  receipts),  and in lieu thereof an  adjustment in cash
will be made based on the market  price of the Series A Preferred  Shares on the
last trading day prior to the date of exercise.

                                       5


         At any time  prior to the time  that any  person  or group  becomes  an
Acquiring Person, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the  "Redemption  Price").
The  redemption  of the Rights may be made  effective at such time on such basis
and with such  conditions as the Board of Directors in its sole  discretion  may
establish.  Immediately upon any redemption of the Rights, the right to exercise
the Rights will  terminate,  and the only right of the holders of Rights will be
to receive the Redemption Price.

         The terms of the Rights may be amended by the Board of Directors of the
Company  without the consent of the holders of the Rights,  except that from and
after  such time as any  person or group of  affiliated  or  associated  persons
becomes  an  Acquiring  Person,  the  Rights  Agreement  provides  that  no such
amendment may adversely affect the interests of the holders of the Rights.

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.

         The  foregoing  summary of certain  terms of the Rights is qualified in
its  entirety by reference to the Amended and  Restated  Rights  Agreement,  the
First Amendment,  the Second Amendment and the Third Amendment,  copies of which
have been filed with the Commission.

Series B Preferred Stock

         The  Board of  Directors  authorized  2,200,000  shares  of 7% Series B
Cumulative  Convertible  Preferred  Stock,  without  par  value  (the  "Series B
Preferred  Stock"),  all of which  were  issued to  Reliance  Insurance  Company
("RIC"),  pursuant  to a Stock  Purchase  Agreement  by and among  the  Company,
Lawyers Title Insurance Corporation, RIC and Reliance Group Holdings, Inc. dated
as of August 20, 1997, as amended and restated by an Amended and Restated  Stock
Purchase  Agreement  by and among such  parties,  dated as of December 11, 1997,
pursuant to which the Company acquired all of the issued and outstanding  shares
of  the  capital  stock  of  Commonwealth   Land  Title  Insurance  Company  and
Transnation  Title Insurance Company (the  "Acquisition").  All of the shares of
the Series B Preferred  Stock have been  converted  by RIC into shares of Common
Stock.  As a result,  no shares of such Series B Preferred  Stock are  currently
outstanding or specifically authorized for issuance. Accordingly, any references
in the  Company's  Charter or the  Rights  Agreement  to the Series B  Preferred
Stock, RIC, the Acquisition and related matters are no longer relevant.

Certain Provisions of the Company's Charter and Bylaws

         The Company's Charter and Bylaws contain  provisions which may have the
effect of  delaying  or  preventing  a change in  control  of the  Company.  The
Company's Charter and Bylaws provide: (i) for division of the Board of Directors
into three classes, with one class elected each year to serve a three-year term;
(ii) that directors may be removed only for cause and only upon the  affirmative
vote of the holders of at least 80% of the outstanding  shares entitled to vote;
(iii) that a vacancy on the Board of Directors  shall be filled by the remaining
directors;  and (iv) that the affirmative vote of the holders of at least 80% of
the outstanding  shares  entitled to vote is

                                       6


required  to alter,  amend or repeal the  foregoing  provisions.  The  Company's
Bylaws require advance notification for a shareholder to bring business before a
shareholders'  meeting or to nominate a person for  election as a director.  The
Company's  Charter and Bylaws provide that,  subject to the rights of holders of
any series of Preferred  Stock,  special  meetings of shareholders may be called
only by the Chairman of the Board or a majority of the total number of directors
which the Board of Directors would have if there were no vacancies,  and may not
be called by the  shareholders.  The  business  permitted to be conducted at any
special meeting of  shareholders  is limited to the business  brought before the
meeting by or at the direction of the Board of Directors.

         The  Company's   Charter  also  contains  an  "affiliated   transaction
provision"  that  provides  that,  in the event that holders of Common Stock are
entitled to vote on certain transactions, a supermajority of at least 80% of all
the votes that the holders of Common Stock are entitled to cast thereon shall be
required  for the approval of such  transactions.  Such  supermajority  approval
would be  required  for (i) a merger or  consolidation  involving  any person or
entity who  directly or  indirectly  owns or controls  10% or more of the voting
power of the  Company  (an  "Interested  Shareholder")  at the  record  date for
determining  shareholders entitled to vote and (ii) a sale, lease or exchange of
substantially  all of the Company's  assets or property to or with an Interested
Shareholder,  or for the approval of a sale,  lease or exchange of substantially
all of the  assets  or  property  of an  Interested  Shareholder  to or with the
Company.  In addition,  the  Company's  Charter  provides that the same 80% vote
shall  be  required  for  the  approval  of  certain  transactions  including  a
reclassification of securities,  recapitalization or other transaction  designed
to decrease the number of holders of Common Stock after any person or entity has
become  an  Interested   Shareholder.   Notwithstanding   the   foregoing,   the
supermajority  approval  requirement  does not apply to any transaction  that is
approved  by the  Board  of  Directors  prior to the  time  that the  Interested
Shareholder becomes an Interested Shareholder.

         The  shares  of Common  Stock and  Preferred  Stock  authorized  by the
Company's  Charter  provide the Board of Directors  with as much  flexibility as
possible in using such shares for corporate purposes.  However, these additional
shares may also be used by the Board of Directors  to deter  future  attempts to
gain  control of the  Company.  The Board of  Directors  has sole  authority  to
determine  the terms of any  series of the  Preferred  Stock,  including  voting
rights, conversion rates and liquidation preferences. As a result of the ability
to fix voting rights for a series of Preferred Stock, the Board of Directors has
the power to issue a series of Preferred Stock to persons friendly to management
in order to attempt to block a post-tender  offer merger or other transaction by
which a third party seeks a change in control of the Company.

         The  foregoing  provisions  of the  Company's  Charter  and  Bylaws are
intended to prevent inequitable shareholder treatment in a two-tier takeover and
to reduce the  possibility  that a third party could effect a sudden or surprise
change in majority control of the Board of Directors  without the support of the
incumbent Board of Directors, even if such a change were desired by, or would be
beneficial  to,  a  majority  of the  Company's  shareholders.  Such  provisions
therefore may have the effect of discouraging certain unsolicited offers for the
Company's capital stock.

                                       7



Item 2.           Exhibits.

Number            Description
- ------            -----------

 4.1              Articles of  Incorporation,  incorporated  by reference to
                  Exhibit 3A of the Company's Form 10 Registration Statement, as
                  amended, File No. 0-19408.

 4.2              Articles of Amendment of the Articles of  Incorporation of
                  the Company,  incorporated  by reference to Exhibit 4.2 of the
                  Company's Form 8-A Registration Statement,  filed February 27,
                  1998, File No. 1-13990.

 4.3              Bylaws,  incorporated  by  reference  to Exhibit 3B of the
                  Company's Form 10 Registration Statement, as amended, File No.
                  0-19408.

 4.4.             Amended and Restated Rights Agreement,  dated as of August
                  20, 1997,  between the Company and  Wachovia  Bank,  N.A.,  as
                  Rights  Agent,  which  Amended and Restated  Rights  Agreement
                  includes an amended Form of Rights  Certificate,  incorporated
                  by reference to Exhibit 4.1 of the Company's Current Report on
                  Form 8-K, dated August 20, 1997, File No. 1-13990.

 4.5              First Amendment to Amended and Restated Rights  Agreement,
                  dated  as of  December  11,  1997,  between  the  Company  and
                  Wachovia  Bank,   N.A.,  as  Rights  Agent,   incorporated  by
                  reference to Exhibit 4.1 of the  Company's  Current  Report on
                  Form 8-K, dated December 11, 1997, File No. 1-13990.

 4.6              Second  Amendment  to Amended and Restated  Rights  Agreement,
                  dated as of June 1, 1999, between the Company,  Wachovia Bank,
                  N.A.,  as  Rights  Agent,  and  State  Street  Bank and  Trust
                  Company, as Successor Rights Agent,  incorporated by reference
                  to Exhibit 4.1 of the  Company's  Current  Report on Form 8-K,
                  dated June 1, 1999, File No. 1-13990.

 4.7              Third Amendment to Amended and Restated Rights  Agreement,
                  dated as of July 26,  2000,  between  the  Company  and  State
                  Street Bank and Trust Company,  as Rights Agent,  incorporated
                  by reference to Exhibit 4.1 of the Company's Current Report on
                  Form 8-K, dated July 26, 2000, File No. 1-13990.

 4.8              Form of Common Stock Certificate.*

__________________
* Filed previously as Exhibit 4.7 to Amendment No. 3 to this Registration
  Statement.




                                       8




                                   SIGNATURES

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934,  as amended,  the  registrant  has duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized.


                                LANDAMERICA FINANCIAL GROUP, INC.



Dated:  June 21, 2002           By: /s/ Wm. Chadwick Perrine
                                    ----------------------------------------
                                    Wm. Chadwick Perrine
                                    Senior Vice President and Corporate Counsel





                                       9





                                  Exhibit Index

   Number                          Description
   ------                          -----------

    4.1           Articles  of   Incorporation,  incorporated  by  reference  to
                  Exhibit3A of the Company's  Form 10 Registration Statement, as
                  amended, File No. 0-19408.

    4.2           Articles  of  Amendment of  the  Articles of  Incorporation of
                  the  Company, incorporated  by reference to Exhibit 4.2 of the
                  Company's Form 8-A  Registration Statement, filed February 27,
                  1998, File No. 1-13990.

    4.3           Bylaws,  incorporated  by  reference  to  Exhibit  3B  of  the
                  Company's Form 10 Registration Statement, as amended, File No.
                  0-19408.

    4.4           Amended and Restated Rights Agreement,  dated as of August 20,
                  1997,  between the Company and Wachovia Bank,  N.A., as Rights
                  Agent, which Amended and Restated Rights Agreement includes an
                  amended Form of Rights Certificate,  incorporated by reference
                  to Exhibit 4.1 of the  Company's  Current  Report on Form 8-K,
                  dated August 20, 1997, File No. 1-13990.

    4.5           First  Amendment  to Amended and  Restated  Rights  Agreement,
                  dated  as of  December  11,  1997,  between  the  Company  and
                  Wachovia  Bank,   N.A.,  as  Rights  Agent,   incorporated  by
                  reference to Exhibit 4.1 of the  Company's  Current  Report on
                  Form 8-K, dated December 11, 1997, File No. 1-13990.

    4.6           Second  Amendment  to Amended and Restated  Rights  Agreement,
                  dated as of June 1, 1999, between the Company,  Wachovia Bank,
                  N.A.,  as  Rights  Agent,  and  State  Street  Bank and  Trust
                  Company, as Successor Rights Agent,  incorporated by reference
                  to Exhibit 4.1 of the  Company's  Current  Report on Form 8-K,
                  dated June 1, 1999, File No. 1-13990.

    4.7           Third  Amendment  to Amended and  Restated  Rights  Agreement,
                  dated as of July 26,  2000,  between  the  Company  and  State
                  Street Bank and Trust Company,  as Rights Agent,  incorporated
                  by reference to Exhibit 4.1 of the Company's Current Report on
                  Form 8-K, dated July 26, 2000, File No. 1-13990.

    4.8           Form of Common Stock Certificate.*

____________________
*  Filed previously as Exhibit 4.7 to Amendment No. 3 to this Registration
   Statement.