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<SEC-DOCUMENT>0000905870-03-000015.txt : 20030514
<SEC-HEADER>0000905870-03-000015.hdr.sgml : 20030514
<ACCEPTANCE-DATETIME>20030514163831
ACCESSION NUMBER:		0000905870-03-000015
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20030331
FILED AS OF DATE:		20030514

FILER:

	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:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-11774
		FILM NUMBER:		03699626

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>form10q.txt
<DESCRIPTION>INVESTORS TITLE FORM 10-Q Q1
<TEXT>


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

                                    FORM 10-Q

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

For the Quarterly Period Ended: March 31, 2003
                                ----------------
                     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: 0-11774
                        -----------

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


 North Carolina                             56-1110199
 --------------                             ----------
 (State of Incorporation)                  (I.R.S. Employer Identification No.)



121 North Columbia Street, Chapel Hill, North Carolina 27514
- -------------------------------------------------------------
 (Address of Principal Executive Offices)           (Zip Code)

                              (919) 968-2200
                              --------------
              (Registrant's Telephone Number Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 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  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes     No  X
                                               ---     ---
As of May 1, 2003,  there were 2,855,744  outstanding  shares of common stock of
Investors  Title  Company,  including  365,447  shares held by  Investors  Title
Insurance Company, a wholly-owned subsidiary of Investors Title Company.


                                       1

<PAGE>

                            INVESTORS TITLE COMPANY
                                AND SUBSIDIARIES

                                      INDEX


PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements:

          Consolidated Balance Sheets as of March 31, 2003
          and December 31, 2002..............................................1

          Consolidated Statements of Income:
          Three Months Ended March 31, 2003 and 2002.........................2

          Consolidated Statements of Cash Flows:
          Three Months Ended March 31, 2003 and 2002.........................3

          Notes to Consolidated Financial Statements.........................4


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations...............................................7

Item 3.  Quantitative and Qualitative Disclosures About Market Risk .........10

Item 4.  Controls and Procedures.............................................10

PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K....................................10


SIGNATURES...................................................................11


                                       2
<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.    Financial Statements
           ---------------------
                    Investors Title Company and Subsidiaries
                           Consolidated Balance Sheets
                   As of March 31, 2003 and December 31, 2002
<TABLE>
<CAPTION>
                                                                           March 31, 2003            December 31, 2002
                                                                          ---------------------------------------------
<S>                                                                       <C>                         <C>

(Unaudited) (Audited)
Assets
  Cash and cash equivalents                                                $       5,289,205      $    3,781,961

  Investments in securities:
     Fixed maturities:
       Held-to-maturity, at amortized cost                                         4,191,196           4,395,081
       Available-for-sale, at fair value                                          51,988,574          52,491,648
     Equity securities, at fair value                                              7,761,187           7,884,928
     Other investments                                                             1,047,159             564,782
                                                                             ----------------       -------------
        Total investments                                                         64,988,116          65,336,439

  Premiums receivable, less allowance for doubtful accounts of                     8,052,168           7,949,904
     $1,875,000 and $1,800,000 for 2003 and 2002, respectively
  Accrued interest and dividends                                                     652,101             720,902
  Prepaid expenses and other assets                                                  927,799           1,095,230
  Property acquired in settlement of claims                                          759,431             749,562
  Property, net                                                                    4,099,541           4,109,885
  Deferred income taxes, net                                                         681,540             893,263
                                                                             ----------------       -------------
Total Assets                                                               $      85,449,901      $   84,637,146
                                                                             ================       =============

Liabilities and Stockholders' Equity
Liabilities:
  Reserves for claims (Note 2)                                             $      26,075,000      $   25,630,000
  Accounts payable and accrued liabilities                                         2,622,944           4,780,865
  Commissions and reinsurance payables                                               298,871             401,040
  Premium taxes payable                                                              413,530             268,972
  Current income taxes payable                                                       997,963             888,085
                                                                             ----------------       -------------
      Total liabilities                                                           30,408,308          31,968,962
                                                                             ----------------       -------------

Stockholders' Equity:
  Class A Junior Participating preferred stock
     (shares authorized 100,000; no shares issued)                                         -                   -
  Common stock-no par value (shares authorized 10,000,000;
  2,510,379 and 2,515,804 shares issued and outstanding 2003 and 2002,
  respectively, excluding 345,365 and 339,940 shares 2003 and 2002,
  respectively, of common stock held by the Company's subsidiary)                          1                   1
  Retained earnings                                                               52,008,343          49,613,044
  Accumulated other comprehensive income, net of deferred taxes of
    $1,563,154 and $1,574,431 for 2003 and 2002, respectively (Note 3)             3,033,249           3,055,139
                                                                              ----------------       -------------
      Total stockholders' equity                                                  55,041,593          52,668,184
                                                                              ----------------       -------------
Total Liabilities and Stockholders' Equity                                 $      85,449,901      $   84,637,146
                                                                              ================       =============

</TABLE>

See notes to consolidated financial statements.


                                       1
<PAGE>


                    Investors Title Company and Subsidiaries
                        Consolidated Statements of Income
               For the Three Months Ended March 31, 2003 and 2002
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                             2003                          2002
                                                                          -----------                   ----------
<S>                                                                <C>                           <C>
Revenues:
       Underwriting income:
            Premiums written                                      $        19,840,174            $       14,783,848
            Less-premiums for reinsurance ceded                                97,189                       103,123
                                                                          -----------                   -----------
            Net premiums written                                           19,742,985                    14,680,725
       Investment income - interest and dividends                             674,578                       669,038
       Net realized gain on sales of investments                               23,047                       285,807
       Other                                                                  662,833                       434,003
                                                                          -----------                   -----------
            Total                                                          21,103,443                    16,069,573
                                                                          -----------                   -----------
Operating Expenses:
       Commissions to agents                                                9,392,790                     7,009,679
       Provision for claims (Note 2)                                        2,083,038                     1,679,411
       Salaries, employee benefits and payroll taxes                        3,547,057                     2,938,591
       Office occupancy and operations                                      1,097,116                     1,200,397
       Business development                                                   380,952                       388,121
       Taxes, other than payroll and income                                    54,123                        76,237
       Premium and retaliatory taxes                                          421,286                       329,766
       Professional fees                                                      207,344                       210,255
       Other                                                                  126,931                        37,937
                                                                          -----------                   -----------
            Total                                                          17,310,637                    13,870,394
                                                                          -----------                   -----------
Income Before Income Taxes                                                  3,792,806                     2,199,179
Provision For Income Taxes                                                  1,184,245                       652,000
                                                                          -----------                   -----------
Net Income                                                        $         2,608,561            $        1,547,179
                                                                          ===========                   ===========
Basic Earnings Per Common Share (Note 4)                          $              1.04            $             0.61
                                                                          ===========                   ===========
Weighted Average Shares Outstanding - Basic (Note 4)                        2,513,507                     2,516,555
                                                                          ===========                   ===========
Diluted Earnings Per Common Share (Note 4)                        $              1.00            $             0.60
                                                                          ===========                   ===========
Weighted Average Shares Outstanding - Diluted (Note 4)                      2,610,242                     2,585,773
                                                                          ===========                   ===========
Dividends Paid                                                    $            75,471            $           73,904
                                                                          ===========                   ===========
Dividends Per Share                                               $              0.03            $             0.03
                                                                          ===========                   ===========

</TABLE>

See notes to consolidated financial statements.


                                       2

<PAGE>
               Investors Title Company and Subsidiaries
                      Consolidated Statements of Cash Flows
               For the Three Months Ended March 31, 2003 and 2002
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                  2003                   2002
                                                            ------------------     ------------------
<S>                                                         <C>                     <C>
Operating Activities:
Net income                                                        $ 2,608,561            $ 1,547,179
  Adjustments to reconcile net income to net cash
     provided by operating activities:
        Depreciation                                                  198,341                280,317
        Amortization, net                                               5,867                  5,372
        Issuance of common stock in payment of bonuses and fees         5,014                 27,338
        Provision for losses on premiums receivable                    75,000                      -
        Net loss on disposals of property                               2,128                  2,320
        Net realized gain on sales of investments                     (23,047)              (285,807)
        Provision (benefit) for deferred income taxes                 223,000                (84,400)
  Changes in assets and liabilities:
        Decrease in receivables and other assets                       49,099              1,121,530
        Decrease in accounts payable and accrued liabilities       (2,157,921)              (942,952)
        Increase (decrease) in commissions and reinsurance
         payables                                                    (102,169)                 2,751
        Increase (decrease) in premium taxes payable                  144,558               (171,974)
        Increase in current income taxes payable                      109,878                620,914
        Provision for claims                                        2,083,038              1,679,411
        Payments of claims, net of recoveries                      (1,638,038)              (887,411)
                                                            ------------------     ------------------
    Net cash provided by operating activities                       1,583,309              2,914,588
                                                            ------------------     ------------------

Investing Activities:
  Purchases of available-for-sale securities                       (2,317,518)            (4,160,011)
  Purchases of held-to-maturity securities                             (3,035)              (162,470)
  Purchases of other securities                                      (486,000)              (257,800)
  Proceeds from sales of available-for-sale securities              2,928,643              2,676,095
  Proceeds from sales of held-to-maturity securities                  205,000                258,750
  Proceeds from other securities                                        5,246                      -
  Purchases of property                                              (190,310)               (73,988)
  Proceeds from sales of property                                         185                    665
                                                            ------------------     ------------------
    Net cash provided by (used in) investing activities               142,211             (1,718,759)
                                                            ------------------     ------------------

Financing Activities:
  Repurchases of common stock                                        (174,691)               (14,354)
  Exercise of options                                                  31,886                    890
  Dividends paid                                                      (75,471)               (73,904)
                                                            ------------------     ------------------
    Net cash used in financing activities                            (218,276)               (87,368)
                                                            ------------------     ------------------

Net Increase in Cash and Cash Equivalents                           1,507,244              1,108,461
Cash and Cash Equivalents, Beginning of Year                        3,781,961              3,069,929
                                                            ------------------     ------------------
Cash and Cash Equivalents, End of Period                          $ 5,289,205            $ 4,178,390
                                                            ==================     ==================

Supplemental Disclosures:
Cash Paid During the Year for:
    Income Taxes, net of refunds                                    $ 862,000              $ 118,000
                                                            ==================     ==================
</TABLE>

Noncash Financing Activities:
Bonuses and fees totaling $5,014 and $27,338 were paid for the three months
ended March 31, 2003 and 2002, respectively, by issuance of the Company's common
stock.


See notes to consolidated financial statements.


                                       3

<PAGE>


                             INVESTORS TITLE COMPANY
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
                   ------------------------------------------
                                 March 31, 2003
                                   (Unaudited)

Note 1 - Basis of Presentation
- ------------------------------
Reference should be made to the "Notes to Consolidated  Financial Statements" of
the Company's Annual Report to Shareholders for the year ended December 31, 2002
for a complete description of the Company's significant accounting policies.

Principles of consolidation - The unaudited  consolidated  financial  statements
include  the  accounts  and  operations  of  Investors  Title  Company  and  its
subsidiaries,  and have been prepared in conformity with  accounting  principles
generally  accepted in the United States of America.  All intercompany  balances
and transactions have been eliminated in consolidation.

In the opinion of management,  all necessary adjustments have been reflected for
a fair  presentation of the financial  position,  results of operations and cash
flows in the accompanying unaudited consolidated financial statements.  All such
adjustments are of a normal recurring nature.

Reclassification  - Certain 2002 amounts  have been  reclassified  to conform to
2003 classifications.

Earnings per share - Basic net income per share  information  is computed  using
the weighted  average  number of shares of common stock  outstanding  during the
period.  Diluted  net income per common  share is  computed  using the  weighted
average  number of  shares  of  common  and  dilutive  potential  common  shares
outstanding during the period.

Recent  Accounting  Pronouncements  - In June  2002,  the  Financial  Accounting
Standards Board (the "FASB") issued Statement of Financial  Accounting Standards
No. 146, Accounting for Costs Associated with Exit or Disposal Activities ("SFAS
No. 146"). SFAS No. 146 addresses  accounting and reporting for costs associated
with exit or disposal activities and supercedes Emerging Issues Task Force Issue
No. 94-3,  Liability  Recognition for Certain Employee  Termination Benefits and
Other  Costs  to  Exit  an  Activity  (Including  Certain  Costs  Incurred  in a
Restructuring).  SFAS No. 146 requires  that a liability  for a cost  associated
with an exit or disposal  activity be recognized and measured  initially at fair
value when the  liability  is incurred.  SFAS No. 146 is  effective  for exit or
disposal  activities that are initiated after December 31, 2002. The adoption of
this statement had no material impact on the financial statements.

FASB Interpretation No. 45, Guarantor's Accounting and Disclosures  Requirements
for Guarantees,  including Indirect Guarantees of Indebtedness of Others, became
effective on December 31, 2002.  This  Interpretation  addresses the  disclosure
requirements for guarantees and  indemnification  agreements entered into by the
entity.  The implementation of this pronouncement did not have any effect on the
Company's financial statements.

Stock-Based  Compensation - The Company  accounts for  stock-based  compensation
based  on  the  provisions  of  Accounting  Principles  Board  Opinion  No.  25,
Accounting for Stock Issued

                                        4
<PAGE>

to Employees ("APB No. 25"), which states that, for fixed plans, no compensation
expense is recorded for stock options or other  stock-based  awards to employees
that are granted  with an exercise  price equal to or above the  estimated  fair
value per share of the  Company's  common stock on the grant date.  In the event
that stock options are granted with an exercise  price below the estimated  fair
value of the Company's  common stock at the grant date, the  difference  between
the fair value of the Company's common stock and the exercise price of the stock
option is recorded as deferred compensation.  Deferred compensation is amortized
to compensation expense over the vesting period of the stock option. The Company
has adopted the  disclosure  requirements  of Statement of Financial  Accounting
Standards No. 123, Accounting for Stock-Based Compensation ("SFAS No. 123"), and
Statement of Financial  Accounting Standards No. 148, Accounting for Stock-Based
Compensation  - Transition  and  Disclosure - an Amendment to FASB Statement No.
123, which together  require  compensation  expense to be disclosed based on the
fair value of the options granted at the date of the grant.

Had compensation  cost for the Company's stock option plan been determined based
on the fair value at the grant dates for awards under the plan  consistent  with
the method  required by SFAS No. 123, the  Company's  net income and diluted net
income per common share would have been the pro forma  amounts  indicated in the
following table:

<TABLE>
<CAPTION>

                                                         For the Three-Month Periods Ended
                                                                      March 31
                                                       ---------------------------------------
                                                                 2003               2002
                                                       ---------------------------------------
        <S>                                                 <C>                    <C>

         Net income as reported                               $ 2,608,561        $ 1,547,179
         Less:  Total stock-based employee
                compensation expense determined
                under fair value based method for
                all awards, net of related tax effects            (37,913)           (29,504)
                                                       ---------------------------------------
         Pro forma net income                                 $ 2,570,648        $ 1,517,675
                                                             ==============      ============
         Net income per share:
                Basic - as reported                             $    1.04          $    0.61
                Basic - pro forma                               $    1.02          $    0.60

                Diluted - as reported                           $    1.00          $    0.60
                Diluted - pro forma                             $    0.98          $    0.59

</TABLE>
                                        5

<PAGE>

Note 2 - Reserves for Claims
- ----------------------------

Transactions  in the  reserves  for claims for the three  months ended March 31,
2003 and the twelve months ended December 31, 2002 were as follows:

<TABLE>
<CAPTION>
                                                                March 31, 2003             December 31, 2002
                                                             ----------------------     ---------------------------
        <S>                                                    <C>                           <C>
         Balance, beginning of year                             $ 25,630,000                  $ 21,460,000
         Provision, charged to operations                          2,083,038                     6,871,822
         Payments of claims, net of recoveries                    (1,638,038)                   (2,701,822)
                                                               --------------                 -------------
         Ending balance                                         $ 26,075,000                  $ 25,630,000
                                                               ==============                 =============
</TABLE>

In management's  opinion,  the reserves are adequate to cover claim losses which
might result from pending and possible claims.

Note 3 - Comprehensive Income
- -----------------------------

Total  comprehensive  income for the three  months ended March 31, 2003 and 2002
was $2,586,671  and  $1,300,961,  respectively.  Other  comprehensive  income is
comprised   solely   of   unrealized   gains   or   losses   on  the   Company's
available-for-sale securities.

Note 4 - Earnings Per Common Share
- ----------------------------------

Employee stock options are considered  outstanding for the diluted  earnings per
common share  calculation and are computed using the treasury stock method.  The
total  increase in the  weighted  average  shares  outstanding  related to these
equivalent  shares was 96,735 and 69,218 for the three  months  ended  March 31,
2003 and 2002,  respectively.  Options to purchase 313,021 and 288,566 shares of
common  stock were  outstanding  for the three  months  ended March 31, 2003 and
2002, respectively. Of the total options outstanding,  60,436 and 54,686 options
were not included in the  computation  of diluted EPS for the three months ended
March 31, 2003 and 2002,  respectively because the options' exercise prices were
greater than the average market price of the common shares.

Note 5 - Segment Information
- ----------------------------
<TABLE>
<CAPTION>

                                                                                   Income
           Three Months                                    Operating               Before
           Ended                                           Revenues             Income Taxes             Assets
           <S>                                             <C>                  <C>                      <C>
           ---------------------------------------------------------------------------------------------------------
           March 31, 2003
           ---------------------------------------------------------------------------------------------------------
           Title Insurance                                 $20,066,446           $ 3,733,657           $78,237,765
           Exchange Services                                   101,089               (34,880)              336,576
           All Other                                           238,283                94,029             6,875,560
           ---------------------------------------------------------------------------------------------------------
                                                           $20,405,818           $ 3,792,806           $85,449,901
           ---------------------------------------------------------------------------------------------------------
           March 31, 2002
           ---------------------------------------------------------------------------------------------------------
           Title Insurance                                 $14,823,720           $ 2,147,332           $66,951,379
           Exchange Services                                   106,255               (20,302)              242,881
           All Other                                           184,753                72,149             4,567,110
           ---------------------------------------------------------------------------------------------------------
                                                           $15,114,728           $ 2,199,179           $71,761,370
           ---------------------------------------------------------------------------------------------------------
</TABLE>

                                        6
<PAGE>

Operating revenues represent net premiums written and other revenues,  excluding
investment income and net realized gain on sales of investments.

Note 6 - Commitments and Contingencies
- --------------------------------------

The  Company  and  its  subsidiaries  are  involved  in  various  routine  legal
proceedings  that are  incidental to their  business.  All of these  proceedings
arose in the ordinary  course of business  and, in the  Company's  opinion,  any
potential  liability  of the Company or its  subsidiaries  with respect to these
legal  proceedings  will not, in the  aggregate,  be  material to the  Company's
consolidated financial condition or operations.

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        ------------------------------------------------------------------------
        of Operations
        -------------

The Company's  2002 Form 10-K and 2002 Annual Report to  Shareholders  should be
read in conjunction with the following  discussion since they contain  important
information  for  evaluating  the  Company's  operating  results  and  financial
condition.

Critical Accounting Policies:
- ------------------------------

During the quarter  ended  March 31,  2003,  the Company  made no changes in its
critical accounting policies as previously disclosed within the Company's Annual
Report on Form 10-K for the year ended December 31, 2002.

Results of Operations:
- ----------------------

For the quarter  ended March 31, 2003,  net premiums  written  increased  34% to
$19,742,985,  investment income increased 1% to $674,578, revenues increased 31%
to $21,103,443 and net income increased 69% to $2,608,561, all compared with the
same quarter in 2002.  Net income per basic and diluted  common share  increased
70% and 67%,  respectively,  to $1.04 and $1.00, as compared with the same prior
year period. For the quarter ended March 31, 2003, the title insurance segment's
operating  revenues  increased 35% versus the first three months of 2002,  while
the exchange services segment's revenues decreased 5% for the three months ended
March 31, 2003, compared with the same quarter in 2002.

Operating  results  continued  to be driven by low  interest  rates and  ongoing
strength in mortgage  lending.  Mortgage  interest  rates drifted lower from the
levels of the previous quarter supporting strong demand for both refinancing and
home sales in the face of a  sluggish  economy.  According  to the  Freddie  Mac
Weekly Mortgage Rate Survey, the monthly average 30-year fixed mortgage interest
rates  decreased  to an average of 5.84% for the quarter  ended March 31,  2003,
compared with 6.97% for the quarter ended March 31, 2002. The volume of business
increased in the first quarter of 2003 as the number of policies and commitments
issued rose to 98,227,  an increase  of 34.4%  compared  with 73,082 in the same
period in 2002.

Branch net premiums  written as a percentage of total net premiums  written were
36% for both the three  months  ended  March 31,  2003 and  2002.  Net  premiums
written from branch operations  increased 34% and 22% for the three months ended
March 31, 2003 and 2002,  respectively,  as compared with the same period in the
prior year.

                                        7
<PAGE>

Agency net premiums  written as a percentage of total net premiums  written were
64% for both the three months ended March 31, 2003 and 2002. Agency net premiums
increased  35% and 32% for the  three  months  ended  March  31,  2003 and 2002,
respectively, as compared with the same period in the prior year.

Shown below is a schedule of premiums  written for the three  months ended March
31,  2003  and  2002  in  all  states  in  which  the  Company's  two  insurance
subsidiaries,  Investors Title Insurance  Company and Northeast  Investors Title
Insurance Company, currently underwrite insurance:

<TABLE>
<CAPTION>

                State                                      2003                       2002
                -----                                      ----                       ----
                <S>                                     <C>                       <C>
                Alabama                                 $ 283,964                  $ 144,395
                Arkansas                                   12,018                          -
                District of Columbia                        3,025                          -
                Florida                                    14,980                          -
                Georgia                                    (9,487)                   (33,505)
                Illinois                                  313,331                          -
                Indiana                                    86,965                      2,984
                Kentucky                                  431,100                    257,156
                Louisiana                                   1,204                          -
                Maryland                                  404,913                    300,362
                Michigan                                1,896,418                  2,227,176
                Minnesota                                 607,769                    392,241
                Mississippi                               237,484                    223,025
                Missouri                                    6,582                          -
                Nebraska                                  494,856                    200,666
                New Jersey                                 17,084                      3,545
                New York                                1,412,888                    825,582
                North Carolina                          7,067,357                  5,229,578
                Ohio                                       24,286                      1,440
                Pennsylvania                            1,563,339                    916,885
                South Carolina                          1,572,149                  1,127,063
                Tennessee                                 925,698                    737,215
                Virginia                                2,024,708                  1,831,338
                West Virginia                             444,058                    382,719
                Wisconsin                                    (100)                     3,330
                                               ---------------------      ---------------------
                   Direct Premiums                     19,836,589                 14,773,195
                Reinsurance Assumed                         3,585                     10,653
                Reinsurance Ceded                         (97,189)                  (103,123)
                                               ---------------------      ---------------------
                   Net Premiums                       $19,742,985                $14,680,725
                                               =====================      =====================
</TABLE>

Total operating  expenses  increased 25% for the three-month  period ended March
31, 2003,  compared  with the same period in 2002.  This was due primarily to an
increase in  commission  expense as a result of  increased  business  from agent
sources.  The increase in volume of premiums

                                        8
<PAGE>

and costs  associated with entering and supporting new markets also  contributed
to the increase in operating expenses.

The provision for claims as a percentage of net premiums  written was 10.55% for
the three  months  ended March 31,  2003,  versus  11.44% for the same period in
2002. The decrease in the percentage of the provision for claims to net premiums
written is primarily the result of improved claims experience.

The  provision for income taxes was 31.22% of income before income taxes for the
three months ended March 31,  2003,  versus  29.65% for the same period in 2002.
The increase in the tax provision was primarily due to a lower mix of tax-exempt
investment income to taxable income in 2003 compared with 2002.

Liquidity and Capital Resources:
- --------------------------------

Net cash provided by operating  activities  for the three months ended March 31,
2003,  amounted to $1,578,295  compared with $2,887,250 for the same three-month
period of 2002.  The decrease is primarily  the result of a decrease in accounts
payable and accrued liabilities, primarily due to the payment of accrued bonuses
and  retirement  contributions,  and an increase  in payments of claims,  net of
recoveries offset by an increase in net income.

On May 9, 2000, the Board of Directors approved the repurchase of 500,000 shares
of  the  Company's  common  stock.  Pursuant  to  this  approval,   the  Company
repurchased 59,172 shares at an average price of $17.06 per share. For the three
months  ended  March 31,  2003 and 2002,  a total of 7,854 and 775  shares at an
average price of $22.24 and $18.52 per share, respectively, were repurchased.

During the three  months ended March 31, 2003,  the Company  repurchased  common
stock for $174,691 and issued common stock totaling  $36,900 in  satisfaction of
stock option exercises, stock bonuses and other stock issuances.

Management believes that funds generated from operations (primarily underwriting
and investment  income) will enable the Company to adequately meet its operating
needs and is unaware of any trend likely to result in adverse liquidity changes.
In addition to  operational  liquidity,  the Company  maintains a high degree of
liquidity within the investment portfolio in the form of short-term  investments
and other readily marketable securities.

Safe Harbor Statement
- ---------------------

Except for the historical  information  presented,  the matters disclosed in the
foregoing  discussion  and  analysis  and  other  parts of this  report  include
forward-looking  statements.  These statements  represent the Company's  current
judgment  on the future and are  subject to risks and  uncertainties  that could
cause  actual  results  to differ  materially.  Such  factors  include,  without
limitation:  (1) that the  demand for title  insurance  will vary due to factors
beyond the control of the Company  such as changes in mortgage  interest  rates,
availability  of mortgage  funds,  level of real estate  activity,  cost of real
estate,  consumer confidence,  supply and demand for real estate,  inflation and
general  economic  conditions;  (2) that losses from claims may be greater  than
anticipated  such that  reserves for possible  claims are  inadequate;  (3) that
unanticipated  adverse  changes in  securities  markets could result in material
losses on investments made by the Company;  and (4) the

                                        9

<PAGE>

Company's dependence on key management personnel,  the loss of whom could have a
material adverse effect on the Company's business. Other risks and uncertainties
may be described  from time to time in the  Company's  other reports and filings
with the Securities and Exchange Commission.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
         ----------------------------------------------------------

The Company's market risk exposure has not changed  materially from the exposure
as disclosed in the Company's 2002 Annual Report on Form 10-K.

Item 4.  Controls and Procedures
         -----------------------

Based on their evaluation of the Company's  disclosure  controls and procedures,
which was completed within 90 days prior to the filing of this report, the Chief
Executive  Officer and the Chief Financial Officer of the Company concluded that
the Company's  disclosure  controls and  procedures are effective to ensure that
information required to be disclosed by the Company in the reports that it files
or submits  under the  Securities  and  Exchange  Act of 1934,  as  amended,  is
recorded, processed,  summarized and reported, within the time periods specified
by the Securities and Exchange  Commission's  rules and forms.  In reaching this
conclusion,  the Company's Chief Executive  Officer and Chief Financial  Officer
determined that the Company's  disclosure  controls and procedures are effective
in  ensuring  that such  information  is  accumulated  and  communicated  to the
Company's management to allow timely decisions regarding required disclosure.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.


PART II.   OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------
(a)      Exhibits

     3(iv)  Articles of Amendment to Articles of Incorporation

     99(i)   Certification of Chief Executive Officer and Chief Financial
             Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)      Reports on Form 8-K

     During the  quarterly  period  covered by this report,  the Company did not
     file any reports on Form 8-K.

                                       10
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of
1934,  the  Registrant has duly caused this Report to be signed in its
behalf by the undersigned hereunto duly authorized.

                               INVESTORS TITLE COMPANY

                               By:  /s/ James A. Fine, Jr.
                                   ----------------------
                                   James A. Fine, Jr.
                                   President, Principal Financial Officer and
                                   Principal Accounting Officer

Dated: May 14, 2003

                                       11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>3
<FILENAME>exhibit3.txt
<DESCRIPTION>EXHIBIT 3(III)-ARTICLES OF AMENDMENT
<TEXT>
                                                                  Exhibit 3(iv)


                              ARTICLES OF AMENDMENT
                                       of
                             INVESTORS TITLE COMPANY

The undersigned  corporation  hereby submits these Articles of Amendment for the
purpose of  amending  its  Articles  of  Incorporation  to fix the  designation,
preferences,  limitations,  and  relative  rights of a series  of its  Preferred
Stock:

     1. The name of the corporation is Investors Title Company.

     2. The  following  resolution  relating  to the fixing of the  designation,
     preferences,  limitations,  and  relative  rights  of the  Series  A Junior
     Participating  Preferred  Stock of the  Corporation was duly adopted by the
     Board of Directors of the  Corporation at a meeting held on the 12th day of
     November,  2002,  without  shareholder  approval,  which  was not  required
     because the  Articles of  Incorporation,  as  amended,  of the  Corporation
     provide  that  the  Board  of  Directors  may  determine  the  preferences,
     limitations, and relative rights of that class:

          RESOLVED,  that pursuant to the authority granted to and vested in the
          Board of Directors of the  Corporation  (the "Board of  Directors") by
          the Articles of  Incorporation,  as amended,  of the Corporation,  the
          Board of Directors  hereby creates a series of Preferred  Stock of the
          Corporation  and hereby states the  designation  and number of shares,
          and fixes the preferences, limitations, and relative rights thereof as
          follows:

          1.  Designation  and  Amount.  The  shares  of such  series  shall  be
          designated  as "Series A Junior  Participating  Preferred  Stock" (the
          "Series A Preferred Stock"), and the number of shares constituting the
          Series A Preferred  Stock shall be 100,000.  Such number of shares may
          be increased or decreased  by  resolution  of the Board of  Directors;
          provided that no decrease  shall reduce the number of shares of Series
          A  Preferred  Stock to a number  less than the  number of shares  then
          outstanding  plus the number of shares  reserved for issuance upon the
          exercise  of  outstanding  options,  rights  or  warrants  or upon the
          conversion of any  outstanding  securities  issued by the  Corporation
          convertible into Series A Preferred Stock.

          2. Dividends and Distributions.

               (a)  Subject  to the  rights of the  holders of any shares of any
               series of capital  stock ranking prior and superior to the Series
               A  Preferred  Stock with  respect to  dividends,  the  holders of
               shares of Series A Preferred  Stock, in preference to the holders
               of Common Stock (as defined in  paragraph  12 below),  and of any
               Junior  Stock  (as  defined  in  paragraph  12  below),  shall be
               entitled  to  receive,  when,  as and if declared by the Board of
               Directors  out  of  funds  legally  available  for  the  purpose,
               quarterly  dividends  payable  in cash on the 15th day of  March,
               June, September,  and December in each year (each such date being
               referred  to  herein as a  "Quarterly  Dividend  Payment  Date"),
               commencing on the first Quarterly Dividend Payment Date after the
               first  issuance  of a share or  fraction  of a share of  Series A
               Preferred  Stock,  in an amount per share (rounded to the nearest
               cent)  equal to the  greater  of (a) $1.00 or (b)  subject to the
               provision  for  adjustment  hereinafter  set  forth 100 times the
               aggregate per share amount of all cash  dividends,  and 100 times
               the aggregate per share amount  (payable in kind) of all non-cash
               dividends or other  distributions,  other than a dividend payable
               in shares of Common  Stock or a  subdivision  of the  outstanding
               shares  of  Common  Stock  (by  reclassification  or  otherwise),
               declared  on the Common  Stock  since the  immediately  preceding
               Quarterly  Dividend  Payment  Date or, with  respect to the first
               Quarterly  Dividend Payment Date, since the first issuance of any
               share or fraction of a share of Series A Preferred  Stock. If the
               Corporation  shall at any  time  after  November  12,  2002  (the
               "Rights  Declaration  Date")  declare or pay any  dividend on the
               Common  Stock  payable  in shares of  Common  Stock,  or effect a
               subdivision or combination  of the  outstanding  shares of Common
               Stock ( by  reclassification  or  otherwise)  into a  greater  or
               lesser number of shares of Common  Stock,  then in each such case
               the amount to which holders of shares of Series A Preferred Stock
               were entitled immediately prior to such event under clause (b) of
               the  preceding  sentence  shall be adjusted by  multiplying  such
               amount by a  fraction  the  numerator  of which is the  number of
               shares of Common Stock  outstanding  immediately after such event
               and the  denominator  of which is the  number of shares of Common
               Stock that were outstanding immediately prior to such event.

               (b)  The  Board  of  Directors   shall   declare  a  dividend  or
               distribution  on the  Series A  Preferred  Stock as  provided  in
               subparagraph (a) above  immediately  after it declares a dividend
               or  distribution  on the  Common  Stock  (other  than a  dividend
               payable in shares of Common  Stock);  provided that, in the event
               no  dividend  or  distribution  shall have been  declared  on the
               Common Stock  during the period  between any  Quarterly  Dividend
               Payment Date and the next subsequent  Quarterly  Dividend Payment
               Date,  a dividend  of $1.00 per share on the  Series A  Preferred
               Stock shall nevertheless be payable on such subsequent  Quarterly
               Dividend Payment Date.

               (c)  Dividends  shall  begin  to  accrue  and  be  cumulative  on
               outstanding shares of Series A Preferred Stock from the Quarterly
               Dividend  Payment Date next  preceding  the date of issue of such
               shares of Series A Preferred  Stock,  unless the date of issue of
               such  shares  is on or  before  the  record  date  for the  first
               Quarterly  Dividend Payment Date, in which case dividends on such
               shares shall begin to accrue and be  cumulative  from the date of
               issue of such shares,  or unless the date of issue is a Quarterly
               Dividend  Payment Date or is a date after the record date for the
               determination  of holders of shares of Series A  Preferred  Stock
               entitled  to receive a quarterly  dividend  and on or before such
               Quarterly  Dividend  Payment Date, in either of which events such
               dividends  shall  begin to  accrue  and be  cumulative  from such
               Quarterly  Dividend  Payment Date.  Accrued but unpaid  dividends
               shall not bear interest. Dividends paid on the shares of Series A
               Preferred  Stock in an amount less than the total  amount of such
               dividends at the time accrued and payable on such shares shall be
               allocated  pro  rata on a  share-by-share  basis  among  all such
               shares at the time outstanding.  The Board of Directors may fix a
               record date for the  determination of holders of shares of Series
               A Preferred  Stock  entitled to receive  payment of a dividend or
               distribution declared thereon, which record date shall be no more
               than 60 days prior to the date fixed for the payment thereof.

          3. Voting Rights.  In addition to any other voting rights  required by
          law, the holders of shares of Series A Preferred  Stock shall have the
          following voting rights:

               (a)  Subject to the  provision  for  adjustment  hereinafter  set
               forth,  each share of Series A Preferred  Stock shall entitle the
               holder thereof to 100 votes on all matters submitted to a vote of
               shareholders of the Corporation.  If the Corporation shall at any
               time after the Rights Declaration Date pay any dividend on Common
               Stock  payable in shares of Common Stock or effect a  subdivision
               or  combination  of the  outstanding  shares of Common  Stock (by
               reclassification or otherwise) into a greater or lesser number of
               shares of  Common  Stock,  then in each  such case the  number of
               votes per share to which  holders of shares of Series A Preferred
               Stock were  entitled  immediately  prior to such  event  shall be
               adjusted by  multiplying  such number by a fraction the numerator
               of which is the  number of shares  of  Common  Stock  outstanding
               immediately  after such event and the denominator of which is the
               number  of  shares  of  Common   Stock   that  were   outstanding
               immediately prior to such event.

               (b) Except as otherwise provided herein or by law, the holders of
               shares of Series A  Preferred  Stock and the holders of shares of
               Common Stock shall vote together as a single class on all matters
               submitted to a vote of shareholders of the Corporation.

               (c) Except as set forth  herein or as  otherwise  provided in the
               Articles  of  Incorporation,  as  amended,  of  the  Corporation,
               holders of Series A Preferred  Stock shall have no special voting
               rights and their  consent  shall not be  required  (except to the
               extent they are  entitled to vote with holders of Common Stock as
               set forth herein) for taking any corporate action.

          4. Certain Restrictions.

               (a)  Whenever   quarterly   dividends   or  other   dividends  or
               distributions payable on the Series A Preferred Stock as provided
               in Section 2 are in arrears, thereafter and until all accrued and
               unpaid dividends and distributions,  whether or not declared,  on
               outstanding  shares of Series A  Preferred  Stock shall have been
               paid in full, the Corporation shall not:

                    (i)  declare  or  pay   dividends  on,  or  make  any  other
                    distributions  on,  or  redeem or  repurchase  or  otherwise
                    acquire for consideration, any shares of Junior Stock;

                    (ii)  declare  or  pay   dividends  on  or  make  any  other
                    distributions  on any shares of Parity  Stock (as defined in
                    paragraph 12 below),  except  dividends  paid ratably on the
                    Series A Preferred  Stock and all such Parity Stock on which
                    dividends  are  payable or in arrears in  proportion  to the
                    total  amounts to which the  holders of all such  shares are
                    then entitled;

                    (iii)  redeem  or  repurchase   or  otherwise   acquire  for
                    consideration shares of any Parity Stock; provided, however,
                    that the Corporation  may at any time redeem,  repurchase or
                    otherwise  acquire  shares  of  any  such  Parity  Stock  in
                    exchange for shares of any Junior Stock; or

                    (iv) repurchase or otherwise  acquire for  consideration any
                    shares of Series A Preferred  Stock, or any shares of Parity
                    Stock,  except in accordance  with a purchase  offer made in
                    writing or by  publication  (as  determined  by the Board of
                    Directors)  to all holders of such shares upon such terms as
                    the  Board  of  Directors,   after   consideration   of  the
                    respective  annual  dividend rates and other relative rights
                    and preferences of the respective series and classes,  shall
                    determine  in good faith will  result in fair and  equitable
                    treatment among the respective series or classes.

               (b) The  Corporation  shall  not  permit  any  subsidiary  of the
               Corporation  to purchase or otherwise  acquire for  consideration
               any shares of stock of the  Corporation  unless  the  Corporation
               could,  under  subparagraph  (a)  above,  purchase  or  otherwise
               acquire such shares at such time and in such manner.

          5. Reacquired Shares. Any shares of Series A Preferred Stock purchased
          or  otherwise  acquired by the  Corporation  in any manner  whatsoever
          shall be retired and cancelled promptly after the acquisition thereof.
          All such shares shall upon their  cancellation  become  authorized but
          unissued  shares of  Preferred  Stock and may be reissued as part of a
          new  series  of  Preferred   Stock  subject  to  the   conditions  and
          restrictions on issuance set forth in this resolution, in the Articles
          of  Incorporation,  as  amended,  of the  Corporation  or in any other
          Articles  of  Amendment  creating a series of  Preferred  Stock or any
          similar stock or as otherwise required by law.

          6.  Liquidation,  Dissolution  or  Winding  Up.  Upon any  liquidation
          (voluntary   or   otherwise),   dissolution   or  winding  up  of  the
          Corporation,  no  distribution  shall  be made (a) to the  holders  of
          shares of Junior Stock unless, prior thereto, the holders of shares of
          Series A Preferred Stock shall have received $1.00 per share,  plus an
          amount  equal  to  accrued  and  unpaid  dividends  and  distributions
          thereon,  whether  or not  declared,  to the  date  of  such  payment;
          provided that the holders of shares of Series A Preferred  Stock shall
          be entitled to receive an aggregate  amount per share,  subject to the
          provision for adjustment hereinafter set forth, equal to 100 times the
          aggregate  amount to be  distributed  per share to  holders  of Common
          Stock,  or (b) to the holders of Parity  Stock,  except  distributions
          made ratably on the Series A Preferred Stock and all such other Parity
          Stock in  proportion  to the total amounts to which the holders of all
          such shares are entitled upon such liquidation, dissolution or winding
          up. If the Corporation shall at any time after the Rights  Declaration
          Date pay any  dividend  on Common  Stock  payable  in shares of Common
          Stock or effect a subdivision or combination of the outstanding shares
          of Common Stock (by  reclassification  or otherwise) into a greater or
          lesser  number of shares of Common  Stock,  then in each such case the
          aggregate  amount to which  holders of shares of Preferred  Stock were
          entitled  immediately  prior to such event under the proviso set forth
          in (a) of the preceding sentence shall be adjusted by multiplying such
          amount by a fraction the numerator of which is the number of shares of
          Common  Stock  outstanding   immediately  after  such  event  and  the
          denominator of which is the number of shares of Common Stock that were
          outstanding immediately prior to such event.

          7. Consolidation, Merger, etc. If the Corporation shall enter into any
          consolidation,   merger,   share   exchange,   combination   or  other
          transaction  in which the shares of Common Stock are  exchanged for or
          changed into other stock or securities, cash or any other property, or
          any combination of the foregoing,  then in any such case each share of
          Series A Preferred Stock shall at the same time be similarly exchanged
          or  changed  into an amount per share,  subject to the  provision  for
          adjustment  hereinafter  set forth,  equal to 100 times the  aggregate
          amount of stock,  securities,  cash or any other property, as the case
          may be, into which or for which each share of Common  Stock is changed
          or exchanged.  If the  Corporation  shall at any time after the Rights
          Declaration Date pay any dividend on Common Stock payable in shares of
          Common Stock or effect a subdivision or combination of the outstanding
          shares  of Common  Stock (by  reclassification  or  otherwise)  into a
          greater or lesser number of shares of Common Stock,  then in each such
          case the amount set forth in the  preceding  sentence  with respect to
          the exchange or change of shares of Series A Preferred  Stock shall be
          adjusted by  multiplying  such amount by a fraction  the  numerator of
          which is the number of shares of Common Stock outstanding  immediately
          after such event and the  denominator of which is the number of shares
          of Common Stock that were outstanding immediately prior to such event.

          8.  No  Redemption.   The  Series  A  Preferred  Stock  shall  not  be
          redeemable.

          9. Rank.  The Series A Preferred  Stock shall rank junior to all other
          series and  classes  of the  Corporation's  Preferred  Stock as to the
          payment of dividends and the distribution of assets,  unless the terms
          of any such series or class shall provide otherwise.

          10.  Amendment.  The  Articles of  Incorporation,  as amended,  of the
          Corporation, including, without limitation, this resolution, shall not
          be  amended  in  any  manner  (whether  by  merger,  consolidation  or
          otherwise)  so as to  adversely  affect  the  powers,  preferences  or
          special rights of the Series A Preferred Stock without the affirmative
          vote of the holders of a majority of the outstanding  shares of Series
          A Preferred Stock, voting separately as a class.

          11.  Fractional  Shares.  Series A  Preferred  Stock  may be issued in
          fractions of a share which shall entitle the holder,  in proportion to
          such holder's  fractional  shares, to exercise voting rights,  receive
          dividends, participate in distributions and to have the benefit of all
          other rights of holders of Series A Preferred Stock.

          12. Certain  Definitions.  As used herein with respect to the Series A
          Preferred   Stock,  the  following  terms  shall  have  the  following
          meanings:

               (a) "Common Stock" means the common stock,  no par value,  of the
               Corporation at the date hereof or any other stock  resulting from
               successive changes or reclassification of the common stock.

               (b) "Junior  Stock" means the Common Stock and any other class or
               series of capital stock of the Corporation  hereafter  authorized
               or issued over which the Series A Preferred  Stock has preference
               or priority as to the payment of  dividends or  distributions  of
               assets  upon any  liquidation,  dissolution  or winding up of the
               Corporation.

               (c) "Parity  Stock" means any class or series of capital stock of
               the Corporation hereafter authorized or issued ranking pari passu
               with the Series A Preferred  Stock as to the payment of dividends
               or distributions  of assets upon any liquidation,  dissolution or
               winding up of the Corporation.


     IN WITNESS  WHEREOF,  Investors  Title Company has caused these Articles of
     Amendment,  which  were  duly  adopted  by the  Board of  Directors  of the
     Corporation  on  November  12,  2002,  to be signed by its Chief  Executive
     Officer on this 12th day of November, 2002.


                         INVESTORS TITLE COMPANY

                                       B
                         By /s/ J. Allen Fine
                            ------------------
                                J. Allen Fine









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>exhibit99.txt
<DESCRIPTION>EXHIBIT 99 (1)-CERTIFICATION
<TEXT>
                                                                 Exhibit 99(i)

       Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
     2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18,
                               United States Code)

          Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections
          (a) and (b) of section  1350, a chapter 63 of title 18,  United States
          Code), each of the undersigned  officers of Investors Title Company, a
          North Carolina corporation (the "Company"), does hereby certify that:

          The Quarterly Report on Form 10-Q for the quarter ended March 31, 2003
          (the "Form 10-Q") of the Company fully complies with the  requirements
          of section 13(a) or 15(d) of the  Securities  Exchange Act of 1934 and
          information  contained  in  the  Form  10-Q  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.

Dated:   May 14, 2003                       /s/ J. Allen Fine
                                            ------------------
                                             J. Allen Fine
                                             Chief Executive Officer


Dated:   May 14, 2003                       /s/ James A. Fine, Jr.
                                            ---------------------
                                             James A. Fine, Jr.
                                             Chief Financial Officer


          The foregoing  certification  is being  furnished  solely  pursuant to
          section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b)
          of section  1350,  chapter 63 of title 18,  United States Code) and is
          not being  filed as part of the Form 10-Q or as a separate  disclosure
          document.

          A signed  original of this written  statement  required by Section 906
          has been  provided to Investors  Title Company and will be retained by
          Investors  Title Company and furnished to the  Securities and Exchange
          Commissionor its staff upon request.

<PAGE>

                                  Certification


I, J. Allen Fine, certify that:

1. I have  reviewed  this  quarterly  report  on Form  10-Q of  Investors  Title
Company;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     a) all  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: May 14, 2003

/s/ J. Allen Fine
- ------------------
J. Allen Fine
Chief Executive Officer



                                  Certification


I, James A. Fine, Jr., certify that:

1. I have  reviewed  this  quarterly  report  on Form  10-Q of  Investors  Title
Company;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     a) all  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: May 14, 2003

/s/ James A. Fine, Jr.
- ----------------------
James A. Fine, Jr.
Chief Financial Officer






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