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<SEC-DOCUMENT>0000916641-97-000096.txt : 19970222
<SEC-HEADER>0000916641-97-000096.hdr.sgml : 19970222
ACCESSION NUMBER:		0000916641-97-000096
CONFORMED SUBMISSION TYPE:	SC 13G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19970213
SROS:			NASD

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INVESTORS TITLE CO
		CENTRAL INDEX KEY:			0000720858
		STANDARD INDUSTRIAL CLASSIFICATION:	TITLE INSURANCE [6361]
		IRS NUMBER:				561110199
		STATE OF INCORPORATION:			NC
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-44857
		FILM NUMBER:		97529227

	BUSINESS ADDRESS:	
		STREET 1:		121 N COLUMBIA ST
		STREET 2:		P O DRAWER 2687
		CITY:			CHAPEL HILL
		STATE:			NC
		ZIP:			27514
		BUSINESS PHONE:		9199682200

	MAIL ADDRESS:	
		STREET 1:		121 NORTH COLUMBIA STREET
		CITY:			CHAPEL HILL
		STATE:			NC
		ZIP:			27514

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MARKEL CORP
		CENTRAL INDEX KEY:			0000803509
		STANDARD INDUSTRIAL CLASSIFICATION:	FIRE, MARINE & CASUALTY INSURANCE [6331]
		IRS NUMBER:				540292420
		STATE OF INCORPORATION:			VA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G

	BUSINESS ADDRESS:	
		STREET 1:		4551 COX RD
		CITY:			GLEN ALLEN
		STATE:			VA
		ZIP:			23060-3382
		BUSINESS PHONE:		8047470136

	MAIL ADDRESS:	
		STREET 1:		P O BOX 2009
		CITY:			GLEN ALLEN
		STATE:			VA
		ZIP:			23058-2009
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<DESCRIPTION>SCHEDULE 13G
<TEXT>



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


                                  SCHEDULE 13G



                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 4)*

                            Investors Title Company
              ---------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
               --------------------------------------------------
                         (Title of Class of Securities)


                                   461804106
               -------------------------------------------------
                                 (CUSIP Number)


Check the following  box if a fee is being paid with this  statement [ ]. (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7).

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).




CUSIP NO. 461804106


<PAGE>



1)    Name of Reporting Person
      S.S. or I.R.S. Identification No. of Above Person

      Markel Corporation
      54-0292420

2)    Check the Appropriate Box if a Member of a Group (See Instructions)

      (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3)    SEC Use Only . . . . . . . . . . . . . . . . . . . .

4)    Citizenship or Place of Organization         Virginia Corporation

Number of Shares              (5)  Sole Voting Power                  206,300
Beneficially Owned
by Each Reporting             (6)  Shared Voting Power                  -0-
Person With
                              (7)  Sole Dispositive Power             206,300

                              (8)  Shared Dispositive Power            39,600

9)    Aggregate Amount Beneficially Owned by Each Reporting Person    245,900

10)   Check Box if the Aggregate Amount in Row (9) Excludes Certain
      Shares  (See Instructions) . . . . . . . . . . . . .

11)   Percent of Class Represented by Amount in Row 9        8.8%

12)   Type of Reporting Person  (See Instructions)        HC,  CO





<PAGE>



Item 1 (a).       Name of Issuer:

                  Investors Title Company

Item 1 (b).       Address of Issuer's Principal Executive Offices:

                  121 N. Columbia Street
                  Chapel Hill, North Carolina   27514

Item 2 (a).       Name of Person Filing:

                  Markel Corporation

Item 2 (b).       Address or Principal Business Office or, if none, Residence:

                  4551 Cox Road
                  Glen Allen, Virginia   23060

Item 2 (c).       Citizenship:

                  Not applicable

Item 2 (d).       Title of Class of Securities:

                  Common Stock

Item 2 (e).       CUSIP Number:

                  461804106

Item 3.           This statement is filed pursuant to Rule 13d-1(b) or
                  13d-2(b) and the person filing, Markel Corporation,
                  is a parent holding company in accordance with Rule
                  13-1(b) (ii) (G).  (Note:  See Item 7).

Item 4.           Ownership

                  (a)      Amount Beneficially Owned:    245,900

                  (b)      Percent of Class:    8.8%



                   CUSIP NO. 461804106 13G 

<PAGE>



                  (c)      Number of shares as to which such person has:

                           (i)      sole power to vote or to direct the vote:
                                    206,300

                           (ii)     shared power to vote or to direct the vote:
                                    0

                           (iii)    sole power to dispose or to direct the
                                    disposition of:   206,300


                           (iv)     shared power to dispose or to direct the
                                    disposition of:   39,600

Item 5.           Ownership of Five Percent or Less of a Class.

                  Not applicable.

Item 6.           Ownership of More than Five Percent on Behalf of Another
                  Person.

                  Essex Insurance Company, Markel American Insurance Company and
                  Evanston   Insurance  Company  (each  subsidiaries  of  Markel
                  Corporation)  and certain  other  investors  advised by Markel
                  Gayner Asset Management Corporation, have the right to receive
                  or the power to direct the receipt of dividends  from,  or the
                  proceeds from the sale of, the Common Stock of Investors Title
                  Company.  The interest of each of such persons relates to less
                  than five  percent  of the  Common  Stock of  Investors  Title
                  Company, except for Essex Insurance Company which beneficially
                  owns  145,600  shares or 5.2% of the Common Stock of Investors
                  Title Company.

Item 7.           Identification and Classification of the Subsidiary Which
                  Acquired the Security Being Reported on By the Parent Holding
                  Company.

                  See attached Exhibit(s) A and B.

Item 8.           Identification and Classification of Members of the Group.

                  Not applicable, see attached Exhibit A.

Item 9.           Notice of Dissolution of Group.

                  Not applicable.



                   CUSIP NO. 461804106  13G 

<PAGE>


Item 10.          Certification.

                  By signing  below I certify  that to the best of my  knowledge
                  and belief, the securities  referred to above were acquired in
                  the ordinary  course of business and were not acquired for the
                  purpose  of  and  do  not  have  the  effect  of  changing  or
                  influencing  the control of the issuer of such  securities and
                  were not acquired in connection  with or as a  participant  in
                  any transaction having such purpose or effect.

                  SIGNATURE

                  After  reasonable  inquiry and to the best of my knowledge and
                  belief,  I  certify  that the  information  set  forth in this
                  statement is true, complete and correct.


                           Date:            February 13, 1997
                                            -----------------


                           Signature:       /s/  Alan I. Kirshner
                                            ---------------------


                           Title:           Chairman
                                            --------




                   CUSIP NO. 461804106  13G

<PAGE>


                                                                      EXHIBIT A
                                                                      ---------


                                  SCHEDULE 13G
                                  ------------


Pursuant to the  instructions  in Item 7 of Schedule  13G,  Markel  Gayner Asset
Management  Corporation,  ("Markel Gayner") 4551 Cox Road, Glen Allen,  Virginia
23060, a wholly owned subsidiary of Markel Corporation and an investment adviser
registered under the Investment Advisers Act of 1940, is the beneficial owner of
245,900  shares  or 8.8% of the  outstanding  Common  Stock of  Investors  Title
Company (the  "Company")  as a result of acting as  investment  adviser to Essex
Insurance Company, Markel American Insurance Company, Evanston Insurance Company
(each  wholly  owned  subsidiaries  of Markel  Corporation)  and  certain  other
investors.

Markel  Corporation,  through  its  control of Markel  Gayner,  Essex  Insurance
Company,  Markel American Insurance Company and Evanston Insurance Company,  has
sole power to direct the voting and disposition of shares of Common Stock of the
Company  held by those  entities.  Markel  Corporation,  through  its control of
Markel Gayner,  has shared power to direct the disposition,  but not the voting,
of shares of Common Stock of the Company held by certain other investors advised
by Markel Gayner.



                  CUSIP NO. 461804106  13G

<PAGE>

                                                                      EXHIBIT B
                                                                      ---------


                            RULE 13d-1(f) AGREEMENT

The undersigned persons on this 13th day of February, 1997, agree and consent to
the joint  filing on their  behalf of this  Amendment  No. 4 to Schedule  13G in
connection  with their  beneficial  ownership  of the Common  Stock of Investors
Title Company.


                                    MARKEL CORPORATION

                                    By:     /s/  Alan I. Kirshner
                                            ---------------------
                                    Title:  Chairman
                                            --------

                                    ESSEX INSURANCE COMPANY

                                    By:     /s/ Alan I. Kirshner
                                            --------------------
                                    Title:  Chairman
                                            --------

                                    MARKEL AMERICAN INSURANCE COMPANY

                                    By:     /s/  Alan I. Kirshner
                                            ---------------------
                                    Title:  Chairman
                                            --------

                                    EVANSTON INSURANCE COMPANY

                                    By:     /s/  Anthony F. Markel
                                            ----------------------
                                    Title:  Chairman and Chief Executive Officer
                                            ------------------------------------

                                    MARKEL GAYNER ASSET MANAGEMENT CORPORATION

                                    By:     /s/  Thomas S. Gayner
                                            ---------------------
                                    Title:  President
                                            ---------


                  CUSIP NO. 461804106  13G

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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