<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
___ EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
___ EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________________ TO
________________________.
Commission file number 0-19239
__________
LAW COMPANIES GROUP, INC. 401(k) SAVINGS
PLAN (the "Plan")
____________________________________________________________
(Full title of the Plan)
LAW COMPANIES GROUP, INC.
114 Townpark Drive, Suite 500; Kennesaw, Georgia 30144
________________________________________________________________________________
(Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office)
Exhibit Index at Page 23
<PAGE>
REQUIRED INFORMATION
Audited financial statements and schedules for the Plan prepared in accordance
with the financial reporting requirements of the Employee Retirement Income
Security Act of 1974, as amended, are filed herein in lieu of an audited
statement of financial condition and statement of income and changes in plan
equity.
Financial Statements and Exhibits
_________________________________
A) The following financial statements and schedules are being filed pursuant
to the Required Information to Form 11-K:
1) Statements of Net Assets Available for Benefits - December 31, 1996 and
1995
2) Statements of Changes in Net Assets Available for Benefits - December
31, 1996 and 1995
3) Schedules
a) Assets Held for Investment Purposes - December 31, 1996
b) Transactions in Excess of 5% of the Current Value of Plan Assets -
Year Ended December 31, 1996
B) The following exhibit is filed as part of this annual report:
Exhibit 23 Consent of Independent Auditors
<PAGE>
Financial Statements and
Supplemental Schedules
Law Companies Group, Inc.
401(k) Savings Plan
Years ended December 31, 1996 and 1995
With Report of Independent Auditors
<PAGE>
Law Companies Group, Inc.
401(k) Savings Plan
Financial Statements and Supplemental Schedules
Years ended December 31, 1996 and 1995
Contents
Report of Independent Auditors.............................................1
Financial Statements
Statements of Net Assets Available for Benefits............................2
Statements of Changes in Net Assets Available for Benefits.................3
Notes to Financial Statements..............................................4
Supplemental Schedules
Line 27a-Schedule of Assets Held for Investments Purposes.................14
Line 27d-Schedule of Reportable Transactions..............................15
<PAGE>
Report of Independent Auditors
The Board of Directors
Law Companies Group, Inc. 401(k) Savings Plan
We have audited the accompanying statements of net assets available for benefits
of Law Companies Group, Inc. 401(k) Savings Plan as of December 31, 1996 and
1995, and the related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion of these
financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1996 and 1995, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes and of reportable transactions for the
year ended December 31, 1996 are presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, and are not a required part
of the financial statements. The supplemental schedules have been subjected to
the auditing procedures applied in our audits of the financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
June 13, 1997
<PAGE>
Law Companies Group, Inc.
401(k) Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31
1996 1995
---------------------------
<S> <C> <C>
Assets
Investments (Note 3):
Massachusetts Mutual Live Insurance Company:
General Investment Account (unallocated
insurance contract) - at contract value $14,924,175 $13,924,628
Separate Investment Account: Equity Fund at
fair value 14,569,435 12,440,267
Separate Investment Account: Balanced Fund at
fair value 4,283,042 3,746,749
Separate Investment Account: Small Company
Fund at fair value 1,527,272 958,307
Separate Investment Account: Bond Fund at fair
value 471,733 344,760
Separate Investment Account: Law Companies
Common Stock Fund 1,333,339 2,188,423
Participant loans receivable 1,277,974 1,275,367
---------------------------
38,386,970 34,878,501
Unallocated holding accounts 345,536 56,749
Employee contributions receivable from employer 657,903 235,418
Employer contributions receivable 15,478 --
---------------------------
39,405,887 35,170,668
Liabilities
Forfeitures payable to employer -- 10,157
---------------------------
Net assets available for benefits $39,405,887 $35,160,511
===========================
</TABLE>
See accompanying notes.
2
<PAGE>
Law Companies Group, Inc.
401(k) Savings Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31
1996 1995
-------------------------------
<S> <C> <C>
Additions:
Contributions from employees $ 5,727,244 $ 4,867,974
Contributions from employer 1,138,552 640,543
Investment income 606,861 1,759,946
-------------------------------
7,472,657 7,268,463
Deductions:
Benefit distributions 5,906,659 2,945,366
Administrative expenses 20,672 19,858
-------------------------------
5,927,331 2,965,224
-------------------------------
1,545,326 4,303,239
Net realized and unrealized appreciation
in fair value of investments (Note 3) 2,700,050 3,035,735
-------------------------------
Net increase 4,245,376 7,338,974
Net assets available for benefits at
beginning of year 35,160,511 27,821,537
-------------------------------
Net assets available for benefits at end
of year $39,405,887 $35,160,511
===============================
</TABLE>
See accompanying notes.
3
<PAGE>
Law Companies Group, Inc.
401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 1996 and 1995
1. Description of Plan
The following description of the Law Companies Group, Inc. ("Company") 401(k)
Plan ("Plan") provides only general information. Participants should refer to
the Summary Plan Description for Law Companies Group, Inc. 401(k) Savings Plan
for a more complete description of the Plan's provisions. Copies of this
booklet are available from the Plan administrator.
General
The Plan is a defined contribution plan which covers substantially all full-time
U.S. employees who are age twenty-one or older. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Each year, participants may contribute up to the lesser of 15% of their pre-tax
annual compensation, as defined by the Plan, or the maximum allowable by the
Internal Revenue Service. Participants may also contribute amounts representing
distributions from other qualified defined benefit or defined contribution
plans.
Through November 1995, the Company's contribution was equal to 50% of the
participant's contributions, not to exceed 1% of the participant's compensation.
As of November 1995, the Plan was amended to provide the Company's matching
contributions in the form of the Company's common stock, not to exceed 1-1/2% of
the participant's compensation.
Effective May 1996 the Plan was amended to remove the provision of Company
matching contributions in the form of Company common stock. (See further
discussion at Note 8). The Company is currently contributing matching
contributions in the form of cash.
4
<PAGE>
Law Companies Group, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Participant Accounts
Each participant's account is credited with the participant's contributions and
allocations of (a) the Company's contributions and (b) Plan earnings. Forfeited
balances of terminated participants' nonvested accounts are used to reduce
future Company contributions. The benefit to which a participant is entitled is
the benefit that can be provided from the individual participant's account.
Vesting
Participants are immediately vested in their contributions plus earnings
thereon. The Company contribution portion of the participant's accounts plus
earnings thereon vest 100 percent after 5 years of credited service.
Investment Options
Upon enrollment in the Plan, a participant may direct employer and employee
contributions in 5% increments with a 10% minimum in any of six investment
options.
Guaranteed Income Fund
Funds are invested in shares of a registered investment company that
invests in U.S. Government securities and corporate bonds.
Equity Fund
Funds are invested in shares of a registered investment company that
invests in Standard & Poor's 500 common stocks.
Balanced Fund
Funds are invested in shares of a registered investment company that
invests in corporate bonds, common stocks and U.S. Government securities.
5
<PAGE>
Law Companies Group, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Investment Options (continued)
Small Company Fund
Funds are invested in shares of a registered investment company that
invests in common stock of smaller capitalization companies.
Bond Fund
Funds are invested in shares of a registered investment company that
invests in U.S. Government securities, corporate bonds, and commercial
paper.
Law Companies Common Stock Fund
Funds are invested in shares of the Company's common stock. (see Note 8)
Participants may change their investment elections at any time.
Payment of Benefits
Upon termination of service, a participant may elect to receive benefits in
either lump-sum distributions or annuity distributions. The full value of
benefits are payable upon normal or postponed retirement, total or permanent
disability, or to beneficiaries upon death of the participant.
Participant Notes Receivable
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum of the lesser of $50,000 or 50% of their vested account balance. The
loans bear interest at prime plus 2% and must be repaid within 5 years. The
respective participant's account principal and interest are repaid ratably
through bi-weekly payroll deductions.
6
<PAGE>
Law Companies Group, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Administrative Expenses
The Plan is liable for all administrative expenses not paid by the Company. In
1996 and 1995, the Company paid the majority of the Plan's administrative
expenses.
2. Summary of Significant Accounting Policies
The financial statements of the Plan are prepared on the accrual basis of
accounting. The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
The Plan has a group annuity contract with Massachusetts Mutual Life Insurance
Company (the Insurance Company). The Insurance Company receives contributions in
exchange for participation units in various investment options.
The fair values of the participation units owned by the Plan in the Insurance
Company Separate Investment Accounts at December 31, 1996 and 1995 are based on
quoted redemption values as determined by the Insurance Company on the last
business day of the plan year. The investments in the General Investment Account
is stated at contract value, which represents contributions made under the
contract plus interest earned less funds used to pay benefits and administrative
expenses. In 1994, the American Institute of Certified Public Accountants issued
Statement of Position (SOP) No. 94-4, "Reporting of Investment Contracts Held by
Health and Welfare and Defined-Contribution Pension Plans". The Plan has applied
the provisions of the SOP in 1995 and reported its investment contracts with
fully benefit-responsive features (as defined in the SOP) at contract value. The
application of SOP 94-4 has not impacted the Plan's net assets available for
benefits.
7
<PAGE>
Law Companies Group, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
The change in the difference between (a) the fair values of investments at the
beginning of the year or the cost of investments purchased during the year and
(b) the fair values of investments at the end of the year, plus or minus any
realized gains or losses on sales of investments during the year, is reflected
in the accompanying Statement of Changes in Net Assets Available for Benefits
as realized and unrealized appreciation in the aggregate fair value of
investments.
3. Investments
Financial information relating to the Plan's investments at December 31, 1996
and 1995 is included in the accompanying financial statements based on
information provided by the Insurance Company. That information is summarized
below. Investments that represent 5 percent more of the Plan's net assets are
separately identified.
Investments at fair value as determined by quoted market price (except as
noted):
<TABLE>
<CAPTION>
December 31
1996 1995
---------------------------
<S> <C> <C>
Massachusetts Mutual Life Insurance Company:
General Investment Account -- at contract value $14,924,175 $13,924,628
Separate Investment Account -- Equity Fund 14,569,435 12,440,267
Separate Investment Account -- Balanced Fund 4,283,042 3,746,749
Other 1,999,005 1,303,067
---------------------------
35,775,657 31,414,711
Investments at estimated fair value:
Participant loans 1,277,974 1,275,367
Separate Investment Account -- Law Companies 1,333,339 2,188,423
Common Stock Fund
---------------------------
2,611,313 3,463,790
---------------------------
$38,386,970 $34,878,501
===========================
</TABLE>
8
<PAGE>
Law Companies Group, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
3. Investments (continued)
The guaranteed investment account ("GIA") held by the Plan is fully
benefit-responsive and as such has been recorded at contract value on the face
of the financial statements in accordance with Statement of Position ("SOP")
94-4. The average yield for this GIA for the years ended December 31, 1996 and
1995 was 7.0% and 7.5%, respectively. The crediting interest rates for the GIA
were 7.0% and 7.5% at December 31, 1996 and 1995, respectively. Based on the GIA
interest rates available at December 31, 1996 and 1995, the fair values of the
investment contracts were approximately $15,848,539 and $14,748,966,
respectively. The Plan's intention is to hold the GIA until maturity and to make
withdrawals from the accounts only to pay benefits in the normal course of
operations of the Plan. The difference between the fair value and contract value
is not allocable to individual participants.
During 1996 and 1995, the Plan's investments (including investments bought,
sold, and held during the year) appreciated (depreciated) in value by
$2,700,050 and $3,035,735, respectively, as follows:
<TABLE>
<CAPTION>
Year ended December 31
1996 1995
---------------------------
<S> <C> <C>
Separate investment accounts:
Equity Fund $2,146,368 $2,439,180
Balanced Fund 336,069 460,980
Small Company Fund 230,293 122,291
Bond Fund (12,680) 13,284
---------------------------
$2,700,050 $3,035,735
===========================
</TABLE>
9
<PAGE>
Law Companies Group, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
4. Summary of Changes in Net Assets of Investment Funds
The Plan provides for separate investment funds for participants. The Plan's
participants elect to invest in the General Investment Account (Guaranteed
Income Fund) and/or Insurance Company Separate Investment Accounts (Equity Fund,
Balanced Fund, Small Company Fund, Bond Fund, and Law Stock Fund). Changes in
net assets of investment funds summarized below have been provided by the
Insurance Company and reflect participant loan activities within contributions
and benefit distributions on a cash basis and, therefore, will not agree with
the financial statements. That information is summarized below.
<TABLE>
<CAPTION>
Years ended December 31, 1996
-----------------------------------------------------------------------------
Guaranteed Small Law
Income Equity Balanced Company Bond Stock
Fund Fund Fund Fund Fund Fund
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for
benefits at beginning of year $13,924,628 $12,440,267 $3,746,749 $ 958,307 $344,760 $2,188,423
Additions:
Contributions from
employer 421,917 80,600 6,233 22,288 5,595 494,086
Contributions from
employees 1,677,584 2,296,677 938,786 531,310 240,322 149,400
Investment income 953,831 319,000 153,178 26,996 26,515 -
Transfers between funds 534,087 - - 104,553 - -
-----------------------------------------------------------------------------
3,587,419 2,696,277 1,098,197 685,147 272,432 643,486
Deductions:
Distribution of benefits to
employees 2,574,634 2,622,275 846,419 345,626 73,807 61,837
Administrative expenses 13,238 4,255 1,833 849 198 300
Investment loss - - - - - 993,235
Transfers between funds - 86,947 49,721 - 58,774 443,198
-----------------------------------------------------------------------------
2,587,872 2,713,477 897,973 346,475 132,779 1,498,570
Realized and unrealized
appreciation (depreciation)
in fair value of investments - 2,146,368 336,069 230,293 (12,680) -
-----------------------------------------------------------------------------
Net assets available for
benefits at end of year $14,924,175 $14,569,435 $4,283,042 $1,527,272 $471,733 $1,333,339
=============================================================================
</TABLE>
10
<PAGE>
Law Companies Group, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
4. Summary of Changes in Net Assets of Investment Funds
<TABLE>
<CAPTION>
Year ended December 31, 1995
--------------------------------------------------------------------------------
Guaranteed Small Law
Income Equity Balanced Company Bond Stock
Fund Fund Fund Fund Fund Fund
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for
benefits at beginning of year $15,219,078 $ 8,360,649 $2,881,824 $563,876 $134,344 $ --
Additions:
Contributions from employer 235,024 213,744 91,198 42,532 11,882 46,136
Contributions from employees 2,145,019 1,649,208 792,885 410,312 139,047 19,244
Investment income 1,114,884 369,153 160,904 12,633 22,689 168
Transfers between funds -- 830,572 -- -- 51,245 2,134,015
--------------------------------------------------------------------------------
3,494,927 3,062,677 1,044,987 465,477 224,863 2,199,563
Deductions:
Distributions of benefits to
employees 1,966,016 1,415,250 464,460 164,893 27,368 11,110
Administrative expenses 9,381 6,668 2,364 1,052 363 30
Transfers between funds 2,813,980 -- 174,218 27,635 -- --
--------------------------------------------------------------------------------
4,789,377 1,421,918 641,042 193,580 27,731 11,140
Realized and unrealized
appreciation (depreciation)
in fair value of investments -- 2,438,859 460,980 122,534 13,284 --
--------------------------------------------------------------------------------
Net assets available for
benefits at end of year $13,924,628 $12,440,267 $3,746,749 $958,307 $344,760 $2,188,423
================================================================================
</TABLE>
11
<PAGE>
Law Companies Group, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
5. Termination
Under provisions of the Plan, the Company reserves the right to amend or
terminate the Plan at any time provided that amendments will not divert a vested
interest, permit any part of the Plan's assets to revert to the Company, or
permit any part of the Plan's assets to be used for any purpose other than for
the exclusive benefit of participants or their beneficiaries. If the plan is
terminated, each participant's account will become fully vested.
6. Benefits Payable
At December 31, 1996 and 1995, Plan assets included approximately $1,319,000 and
$1,314,000, respectively, which represent amounts allocated to the accounts of
persons who have withdrawn from the Plan as of year-end and requested payment
but for which payments have not yet been made. In addition, at December 31,
1996 and 1995, Plan assets included approximately $1,164,000 and $1,003,000
which represent amounts allocated to the accounts of persons who have terminated
from the Company but which have not elected to withdraw from the Plan.
7. Income Tax Status
The Plan has obtained a favorable determination letter dated November 30, 1995
from the Internal Revenue Service (the IRS) that the Plan qualifies under
Section 401(a) of the Internal Revenue Code (the IRC) and the related trust is,
therefore, not subject to tax under current income tax laws. The Plan has been
amended since receiving the determination letter and has applied for a new
letter on September 13, 1996. The Plan is required to operate in conformity with
the IRC to maintain its qualification. The Plan administrator is not aware of
any course of action or series of events that have occurred that might adversely
affect the plans qualified status.
12
<PAGE>
Law Companies Group, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
8. Transactions with Related Party
Effective as of November 1995, the Plan was amended to permit employees to elect
to invest their Plan contributions in Law Companies Common Stock, and provided
that the Company's matching contributions under the Plan are made in the form of
Company Common Stock. Effective as of May 14, 1996, the Plan was amended to
eliminate the ability of employees to elect to invest in Company common stock
and Company's matching contributions in the form of Company common stock. As of
December 31, 1996, the Plan held 114,949 shares of Company stock with a fair
market value of $1,450,000.
9. Form 5500
The Employee Retirement Income Security Act of 1974 (ERISA) requires the annual
filing of a Series 5500 Form with the IRS. This filing satisfies the
requirements of the IRS, the DOL, and the Pension Benefit Guaranty Corporation.
The Plan financial statements are prepared on the accrual basis of accounting,
whereas the Form 5500 is prepared on the cash basis of accounting. Therefore,
differences result relating to the timing of contributions.
10. Subsequent Event
On February 14, 1997, the Board of Directors elected to increase the Company's
matching percentage from 1-1/2% to 2%, effective February 14, 1997.
13
<PAGE>
Law Companies Group, Inc.
401(k) Savings Plan
Line 27a-Schedule of Assets Held for Investment Purposes
December 31, 1996
<TABLE>
<CAPTION>
Description of Investment Unit Value Cost Fair Value
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Massachusetts Mutual Insurance
Company:
Unallocated Insurance Contract-
General Investment Account-
Guaranteed Income Fund/(1)/ $ 30 N/A $14,924,175
Separate Investment Account-Equity
Fund 3,436 $9,490,913 14,569,435
Separate Investment Account-
Balanced Fund 275 3,351,584 4,283,042
Separate Investment Account-Small
Company Fund 498 1,235,063 1,527,272
Separate Investment Account-Bond
Fund 818 439,139 471,733
Separate Investment Account-Law
Stock Fund/(2)/ 12 2,188,423 1,333,339
--------------
Total assets held for investment $37,108,996
==============
</TABLE>
/(1)/ Reported at contract value.
/(2)/ Unit value and fair value for Separate Investment Account-Law Stock Fund
represent values judgmentally determined by the Trustee based on the
combination of Company stock and cash and cash equivalents to be invested
at a subsequent trade date.
14
<PAGE>
Law Companies Group, Inc. 401(k) Savings Plan
Line 27d - Schedule of Reportable Transactions
Year ended December 31, 1996
<TABLE>
<CAPTION>
Expenses Fair Value of
Incurred Assets on
Purchase Selling with Cost of Transaction Net Gain
Identity of Party Involved Description of Assets Price Price Transaction Asset Date (Loss)
- ---------------------------------------------------------------------------------------------------------------------------------
Category (iii) -- Series of securities transactions in excess of 5% of plan assets.
<S> <C> <C> <C> <C> <C> <C> <C>
Massachusetts Mutual Life
Insurance Company Group
Annuity Contract General Guaranteed Income Fund
Investment Account -- 26 Transactions $2,099,501 $ -- $ -- $2,099,501 $2,099,501 $ --
Massachusetts Mutual Life
Insurance Company Group
Annuity Contract Separate Equity Fund
Investment Account -- 26 Transactions 2,377,276 -- -- 2,377,276 2,377,276 --
Massachusetts Mutual Life
Insurance Company Group
Annuity Contract Separate (3) Guaranteed Income
Investment Account Fund -- 2,574,634 -- (3) 2,574,634 (3)
</TABLE>
<PAGE>
Law Companies Group, Inc. 401(k) Savings Plan
Line 27d-Schedule of Reportable Transactions (continued)
Year ended December 31, 1996
<TABLE>
<CAPTION>
Expenses Fair Value of
Incurred Assets on
Purchase Selling with Cost of Transaction Net Gain
Identity of Party Involved Description of Assets Price Price Transaction Asset Date (Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Category (iii)-Series of securities transactions in excess of 5% of plan assets (continued).
Massachusetts Mutual Life
Insurance Company Group
Annuity Contract Separate (3) Equity Fund
Investment Account -- 2,622,274 -- (3) 2,622,274 (3)
</TABLE>
There were no category (i), (ii) or (iv) transactions during 1996.
/(3)/ The number of transactions is not reported by the Contract Administrator,
and cost is reported at contract value.
<PAGE>
SIGNATURE
_________
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
_________
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on their behalf by the undersigned
hereunto duly authorized.
LAW COMPANIES GROUP, INC.
401(k) SAVINGS PLAN
/s/ George H. Ferguson III
_____________________________________
George H. Ferguson III
Plan Administrator
Dated: June 30, 1997
<PAGE>
FORM 11-K
INDEX TO EXHIBITS
EXHIBIT NUMBER PAGE NUMBER
______________ ___________
23 Consent of Independent Auditors 25
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-99114) pertaining to the Law Companies Group, Inc. 401(k) Savings
Plan of our report dated June 13, 1997, with respect to the financial statements
and schedules for the Law Companies Group, Inc. 401(k) Savings Plan included in
this Annual Report (Form 11-K) for the year ended December 31, 1996.
/s/ Ernst & Young LLP
------------------------------
Ernst & Young LLP
Atlanta, Georgia
June 25, 1997
