STEWART INFORMATION SERVICES CORP
10-Q, 1999-08-12
TITLE INSURANCE
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                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549




(Mark One)

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



For the quarterly period ended June 30, 1999



[   ]    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    1-12688



                    STEWART INFORMATION SERVICES CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



          Delaware                                       74-1677330
- -------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                     1980 Post Oak Blvd., Houston  TX 77056
           ------------------------------------------------------------
           (Address of principal executive offices, including zip code)


                                 (713) 625-8100
              ----------------------------------------------------
              (Registrant's telephone number, including area code)



 -------------------------------------------------------------------------------
(Former name,former address and former fiscal year,if changed since last report)



Indicate by check mark  whether the registrant(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12 months,  and (2) has been subject to such filing requirements
for the past 90 days. Yes  X   No
                          ---     ---


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                           Common            13,535,228
                      Class B Common          1,050,012

<PAGE>




                                    FORM 10-Q
                                QUARTERLY REPORT
                           Quarter Ended June 30, 1999





                                TABLE OF CONTENTS





Item No.                                                                  Page
- --------                                                                  ----

                                     Part I


  1.             Financial Statements                                       1

  2.             Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                        5

  3.             Quantitative and Qualitative Disclosures About
                 Market Risk                                                8





                                    Part II


  1.             Legal Proceedings                                         10

  5.             Other Information                                         10

  6.             Exhibits and Reports on Form 8-K                           9


                 Signature                                                 11

<PAGE>





                    STEWART INFORMATION SERVICES CORPORATION

                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                      FOR THE QUARTERS AND SIX MONTHS ENDED
                             JUNE 30, 1999 and 1998



<TABLE>
<CAPTION>


                                                  SECOND QUARTER                 SIX MONTHS
                                               ---------------------        --------------------

                                                  1999       1998             1999        1998
                                               ----------  ---------         --------   --------
<S>                                            <C>         <C>              <C>        <C>
                                                    ($000 Omitted)             ($000 Omitted)


Revenues
    Title premiums, fees and other revenues       275,117    218,543          502,833    399,527
    Real estate information services               16,225     12,131           31,316     23,847
    Investment income                               4,885      4,502            9,792      8,776
    Investment gains - net                           (134)       263               30        331
                                                ---------   --------         --------   --------
                                                  296,093    235,439          543,971    432,481

Expenses
    Amounts retained by agents                    142,262    103,781          254,396    189,691
    Employee costs                                 73,964     63,172          143,463    118,245
    Other operating expenses                       43,116     34,669           79,577     64,482
    Title losses and related claims                11,920     10,024           21,186     18,239
    Depreciation and amortization                   4,318      3,591            8,193      6,861
    Interest                                          310        396              596        783
    Minority interests                              1,436      1,527            2,426      2,429
                                                ---------   --------         --------   --------
                                                  277,326    217,160          509,837    400,730
                                                ---------   --------         --------   --------

Earnings before taxes                              18,767     18,279           34,134     31,751
Income taxes                                        7,041      7,021           12,808     11,868
                                                ---------   --------         --------   --------

Net earnings                                       11,726     11,258           21,326     19,883
                                                =========   ========         ========   ========



Average number of shares outstanding -
    assuming dilution (000)                        14,581     14,128           14,461     14,084

Earnings per share - basic (1)                       0.81       0.81             1.49       1.43

Earnings per share - diluted  (1)                    0.80       0.80             1.47       1.41
                                                =========  =========         ========   ========

Comprehensive earnings:
Net earnings                                       11,726     11,258           21,326     19,883
Changes in unrealized investment gains,
   net of taxes of $(2,060), $10, $(3,250)
   and $(329), respectively                        (3,825)        17           (6,035)      (611)
                                                ---------   --------          --------  --------
Comprehensive earnings                              7,901     11,275           15,291     19,272
                                                =========  =========          ========  ========

</TABLE>

(1) Restated for a two-for-one stock split in May 1999.



                                                        -1-

<PAGE>




                    STEWART INFORMATION SERVICES CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 1999 AND DECEMBER 31, 1998

<TABLE>
<CAPTION>


                                                                       JUNE 30       DEC 31
                                                                        1999          1998
                                                                     ----------    ----------
<S>                                                                 <C>            <C>
                                                                          ($000 Omitted)

      Assets
          Cash and cash equivalents                                     42,241        44,883
          Short-term investments                                        66,460        59,446
          Investments - statutory reserve funds                        173,088       164,554
          Investments - other                                           62,751        62,758
          Receivables                                                   44,161        46,732
          Property and equipment                                        40,391        36,392
          Title plants                                                  24,267        23,608
          Goodwill                                                      29,149        23,615
          Deferred income taxes                                         12,963        10,633
          Other                                                         25,561        25,860
                                                                    ----------    ----------

                                                                       521,032       498,481
                                                                    ==========    ==========



      Liabilities
          Notes payable                                                 15,920        16,194
          Accounts payable and accrued liabilities                      39,788        44,578
          Estimated title losses                                       176,931       171,763
          Minority interests                                             6,543         5,503

      Contingent liabilities and commitments

      Stockholders' equity
          Common and Class B Common Stock and
            additional paid-in capital                                  71,137        63,951
          Retained earnings                                            210,619       190,363
          Accumulated other comprehensive earnings                          94         6,129
                                                                    ----------   -----------
            Total stockholders' equity ($19.32 per share at
              June 30, 1999)                                           281,850       260,443
                                                                    ----------   -----------

                                                                       521,032       498,481
                                                                    ==========   ===========


</TABLE>













                                                        -2-

<PAGE>





                    STEWART INFORMATION SERVICES CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998




<TABLE>
<CAPTION>

                                                                             1999         1998
                                                                           --------     --------
<S>                                                                       <C>           <C>
                                                                                ($000 Omitted)


    Cash provided by operating activities (Note)                             31,274       36,937


    Investing activities:
         Purchases of property and equipment and title plants - net         (12,756)      (8,533)
         Proceeds from investments matured and sold                          15,426       24,365
         Purchases of investments                                           (37,783)     (45,438)
         Increases in notes receivable                                       (5,850)      (1,541)
         Collections on notes receivable                                      5,114        1,029
         Proceeds from sale of equity investment                              8,140            0
         Cash paid for the acquisition of subsidiaries - net                 (3,050)        (823)
                                                                         ----------    ---------
    Cash used by investing activities                                       (30,759)     (30,941)


    Financing activities:
         Dividends paid                                                      (1,069)        (903)
         Distribution to minority interests                                  (1,696)      (1,732)
         Proceeds from issuance of stock                                         64        1,893
         Proceeds of notes payable                                            4,129        3,134
         Payments on notes payable                                           (4,585)      (3,015)
                                                                         ----------    ---------
    Cash used by financing activities                                        (3,157)        (623)
                                                                         ----------    ---------

    (Decrease) increase in cash and cash equivalents                         (2,642)       5,373
                                                                         ==========   ==========


</TABLE>


     NOTE:  Reconciliation of net earnings to the above amounts -
<TABLE>
    <S>                                                                    <C>           <C>
     Net earnings                                                            21,326       19,883
     Add (deduct):
           Depreciation and amortization                                      8,193        6,861
           Provision for title losses in excess of payments                   4,618        7,169
           Provision for uncollectible amounts - net                           (300)        (850)
           Decrease (increase) in accounts receivable - net                   3,833       (3,042)
           (Decrease) increase in accounts payable and
               accrued liabilities - net                                     (6,603)       4,850
           Minority interest expense                                          2,426        2,429
           Equity in net earnings of investees                                 (559)          15
           Realized investment gains - net                                      (30)        (331)
           Gain on sale of equity investment                                 (1,145)           0
           Stock bonuses                                                        588          342
           Increase in other assets                                          (1,743)        (785)
           Other - net                                                          670          396
                                                                         ----------     ---------

     Cash provided by operating activities                                   31,274       36,937
                                                                         ==========     =========
</TABLE>


                                                        -3-
<PAGE>


                    STEWART INFORMATION SERVICES CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS








Note 1:   Interim Financial Statements

The financial  information  contained in this report for the three and six month
periods ended June 30, 1999 and 1998, and as of June 30, 1999, is unaudited.  In
the opinion of management,  all adjustments necessary for a fair presentation of
this information for all unaudited periods,  consisting only of normal recurring
accruals,  have been made. The results of operations for the interim periods are
not necessarily indicative of results for a full year.

Certain  amounts  in  the  1998  consolidated  financial  statements  have  been
reclassified for comparative  purposes.  Net earnings,  as previously  reported,
were not affected.


Note 2:   Segment Information

The Company's  two  reportable  segments are title and real estate  information.
Selected financial information related to these segments follows:

<TABLE>
<CAPTION>

                                        Real Estate
                          Title         Information          Total
                          -----         -----------          -----
                                       ($000 Omitted)
<S>                    <C>              <C>               <C>
Revenues:
- ---------
Three months ended
     6/30/99             279,868          16,225            296,093
     6/30/98             223,308          12,131            235,439

Six months ended
     6/30/99             512,655          31,316            543,971
     6/30/98             408,634          23,847            432,481

Pretax Earnings:
- ----------------
Three months ended
     6/30/99              18,071             696             18,767
     6/30/98              17,360             919             18,279

Six months ended
     6/30/99              31,876           2,258             34,134
     6/30/98              30,195           1,556             31,751

Identifiable Assets:
- --------------------
     6/30/99             481,068          39,964            521,032
    12/31/98             463,030          35,451            498,481

</TABLE>

Note 3:   Earnings Per Share

The Company's  basic earnings per share figures were  calculated by dividing net
earnings by the  weighted  average  number of shares of Common Stock and Class B
Common Stock  outstanding  during the  reporting  period.  The only  potentially
dilutive  effect on  earnings  per share for the  Company  related  to its stock
option plans.

In  calculating  the effect of the options and  determining a figure for diluted
earnings  per share,  the  average  number of shares used in  calculating  basic
earnings  per share was  increased  by 124,000  and  158,000 for the three month
periods ending June 30, 1999 and 1998,  respectively and 138,000 and 182,000 for
the six month periods ending June 30, 1999 and 1998, respectively.


                                       -4-

<PAGE>


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

GENERAL

The  Company's  two  segments  of  operations  are land  titles and real  estate
information.  In general,  the principal factors that contribute to increases in
the Company's  operating  revenues  include  declining  mortgage  interest rates
(which usually  increase home sales and refinancing  transactions),  rising home
prices, higher premium rates,  increased market share,  additional revenues from
new  offices and  increased  revenues  from  commercial  transactions.  Although
relatively few in number, large commercial  transactions  typically yield higher
premiums.

Mortgage  interest rates were slightly lower, on the average,  for the first six
months of 1999 when  compared  to the same period in 1998.  The monthly  average
rate in the first  half of 1999 was 7.05  percent  compared  to 7.07  percent in
1998.  Rates dipped lower in the second half of 1998 but have risen  steadily in
1999. Rates were just over 8.0 percent at the end of July 1999.

Higher  interest  rates trimmed  refinance  activity as reported in the Mortgage
Banker's Association weekly survey. Refinance activity represented an average 43
percent of all loan applications in the second quarter of 1998,  declining to 32
percent in the second  quarter of 1999.  Higher rates in July 1999 saw refinance
applications drop to 23 percent of market volume.

The  housing  market  was strong  during the first six months of 1999.  Sales of
existing single-family homes reached an all-time record at an annual rate of 5.5
million  units in June 1999.  This was up from a 4.7  million  unit pace in June
1998.

A  comparison  of the  results of  operations of the  Company  for the first six
months of 1999 with the first six months of 1998 follows.

REVENUES

Revenues from title premiums and fees increased $103.3 million, or 25.9%, from a
year ago.  Slightly  lower  mortgage  interest  rates in the early  part of 1999
compared  to the same  period a year ago  increased  real  estate  transactions.
Strong  order  counts in the last few months of 1998 and a healthy  real  estate
market in the first half of 1999 generated additional revenues.

The number of closings handled by the Company increased 7.2%. Closings increased
in Texas,  Nevada,  California  and most other states.  The average  revenue per
closing  increased in 1999 due, in part, to a fewer number of refinancings  with
their  lower  premiums  and higher  average  home prices in 1999.  Increases  in
revenues from agents contributed to higher revenues in 1999.

Other  revenues in the first six months of 1999  included a $1.1 million  pretax
gain  resulting  from a settlement  of a lawsuit and a related sale of an equity
ownership in a title  agency.  The Company  began to open its own offices in the
related markets during the second quarter of 1999.

Real estate information revenues were $31.3 million in 1999 and $23.8 million in
1998. The increase was primarily due to a favorable real estate  environment and
new businesses started or acquired in 1998. Real estate information profits were
reduced by a $1.2 million pretax charge resulting from a settlement of a lawsuit
during the second quarter of 1999.

Investment  income  increased  11.6% in 1999 due primarily to an increase in the
average balances invested.

EXPENSES

Amounts  retained  by  agents  increased  $64.7  million,  or  34.1%,  over  the
comparable  period in 1998. The percentage of retention by agents to the amounts
of revenues  from  agents was 80.5% and 80.0% for the six months  ended June 30,
1999 and June 30, 1998, respectively.

Employee expenses  increased $25.2 million,  or 21.3%, in 1999 primarily because
of a higher  average  number of  employees  during  the first six months of 1999
compared to a year ago and increased average rates of compensation.

The Company  continued to maintain higher staff levels in comparison with a year
ago.  Increases were in areas of automating  services  rendered to customers and
improving its own  processes,  real estate  information  services that are being
developed  and sold to customers  and the  expansion  of its national  marketing
efforts.





                                       -5-
<PAGE>

The Company  believes the  development  and sale of new products and services is
important to its future.  Through  automated  operating  processes,  the Company
expects to add customer services and revenues while reducing  operating expenses
and title losses in the future.

Other operating expenses increased by $15.1 million, or 23.4%, primarily because
of the increase in  transaction  volume.  Expenses  that  increased  include REI
expenses,  rent, business promotion and expenses of new offices. Other operating
expenses also include premium taxes,  title plant expenses,  supplies,  computer
costs, telephone,  travel, policy forms, search fees and delivery costs. Most of
these expenses follow, to varying degrees, the changes in transaction volume and
revenues.

Provisions for title losses and related  claims were up $2.9 million,  or 16.2%,
in 1999.  As a percentage  of title  premiums,  fees and related  revenues,  the
provision in the first six months of 1999 decreased to 4.2% versus 4.6% in 1998.
The  continued  improvement  in  industry  trends  in claims  and the  Company's
improved experience in claims have led to lower loss ratios. An overall increase
in  refinancing  transactions  in recent  years,  which  results  in lower  loss
exposure, also reduced loss ratios.

The  provision  for income taxes  represented  effective  tax rates of 37.5% and
37.4% in 1999 and 1998, respectively.



A comparison  of the results of operations of the Company for the second quarter
of 1999 with the second  quarter of 1998 follows.

REVENUES

Revenues from title premiums and fees increased $56.6 million,  or 25.9%, from a
year ago. Mortgage interest rates, on average,  were slightly lower in the early
part of 1999 than in the same period a year ago. Strong order counts in the last
few  months of 1998 and a good  real  estate  market  in the first  half of 1999
generated additional revenues.

The number of  closings  handled by the  Company  decreased  slightly.  Closings
decreased in California, Colorado, Arizona and other states. The average revenue
per closing  increased in 1999 due, in part,  to a fewer number of  refinancings
with their lower  premiums.  Increases in revenues  from agents  contributed  to
higher revenues in 1999.

Real estate information revenues were $16.2 million in 1999 and $12.1 million in
1998. The increase was primarily due to a favorable real estate  environment and
new businesses started or acquired in 1998. Real estate information profits were
reduced by a $1.2 million pretax charge resulting from a settlement of a lawsuit
during the second quarter of 1999.


Investment  income  increased  8.5% in 1999 due  primarily to an increase in the
average balances invested.

EXPENSES

Amounts  retained  by  agents  increased  $38.5  million,  or  37.1%,  over  the
comparable  period in 1998. The percentage of retention by agents to the amounts
of revenues  from agents was 80.2% and 80.1% for the three months ended June 30,
1999 and June 30, 1998, respectively.

Employee expenses  increased $10.8 million,  or 17.1%, in 1999 primarily because
of a higher  average  number  of  employees  during  the first  quarter  of 1999
compared to a year ago.

Other operating expenses increased by $8.4 million, or 24.4%,  primarily because
of the increase in REI expenses.  Other  expenses that  increased  include rent,
business promotion, title plant expenses,  supplies,  computer costs, telephone,
travel,  premium taxes,  policy forms,  search fees and delivery costs.  Most of
these expenses follow, to varying degrees, the changes in transaction volume and
revenues.

Provisions for title losses and related claims were up $1.9 million, or 18.9% in
1999.  As a  percentage  of title  premiums,  fees  and  related  revenues,  the
provision in the second  quarter of 1999  decreased to 4.3% versus 4.6% in 1998.
The  continued  improvement  in  industry  trends  in claims  and the  Company's
improved experience in claims have led to lower loss ratios. An overall increase
in  refinancing  transactions  in recent  years,  which  results  in lower  loss
exposure, also reduced loss ratios.

The  provision  for income taxes  represented  effective  tax rates of 37.5% and
38.4% in 1999 and 1998, respectively.



                                       -6-
<PAGE>
YEAR 2000 ISSUE

Information  technology is a crucial part of the Company's business. The Company
recognizes  the  technological  challenges  associated  with the Year 2000 Issue
("Y2K"). It has established a formal compliance plan to address these challenges
and a Y2K Team to carry  out this  plan.  The  plan  includes  several  distinct
phases: (1) assessment, (2) remediation, (3) testing and (4) implementation. The
progress  of the  work of the Y2K  Team is  monitored  by the  Company's  senior
management and the audit committee of the Company's board of directors.

Computer software is used in the title and real estate  information  segments of
the  Company's  business.  The uses of  software  in the title  segment  include
searching and  examining  titles,  closing  transactions,  accounting  for agent
policies and claims. In the real estate information segment, software is used in
providing  mortgage  services,  such as  flood  determinations,  appraisals  and
assignments.

Most of this  software  was  developed  by the Company in recent  years with Y2K
issues  in  mind.  The  Company  has  substantially  completed  its  assessment,
remediation and testing of this software. Implementation is being carried out as
remediation is completed,  with all  implementation  expected to be completed by
the third quarter of 1999.

In addition to its work on  internally-developed  computer software, the Company
has conducted an inventory of its systems  worldwide.  This  inventory  includes
software and hardware  acquired from third  parties for use by the Company.  The
inventory also includes critical  non-information  technology  systems which may
house non-compliant,  imbedded technology,  such as fax machines,  photocopiers,
telephone  facilities and other common devices.  Assessment of these systems and
any necessary remediation was substantially  completed during the second quarter
of 1999. Mission-critical systems were given high priority.

Certain  subsidiaries  that have been  acquired by the Company and still operate
with  different  systems from the Company's  have been given high priority under
the Company's Y2K plan. All phases of Y2K compliance for these  subsidiaries was
substantially completed during the second quarter of 1999.

In addition to addressing the Company's own systems, as described above, the Y2K
Team has  assessed,  to the extent  practicable,  the state of  readiness of the
systems of other  mission-critical  entities with which it does business.  These
include independent title insurance agents and other business partners,  such as
county  courthouses and lenders,  whose  condition or operational  capability is
important to the Company.  Failure by these third parties to resolve  adequately
their Y2K  problems  could  have a  material  adverse  effect  on the  Company's
operations.

The Company believes its success in being Y2K compliant will not be conclusively
known  until the year 2000 is  actually  reached.  Failure by one or more of the
Company's  own systems  could result in lost  revenues and  additional  expenses
required to carry out manual  processing of  transactions.  The magnitude of the
failure of external  forces on the business of the Company  cannot be predicted.
Failures by the  telecommunications  industry,  banking  institutions and others
could have far-reaching,  materially  adverse effects on the Company,  the title
insurance industry and the entire economy.

The Company expects to complete its Y2K program in a timely manner. However, the
Company  believes that it is not possible to determine  with  certainty that all
Y2K issues have been  identified or corrected.  The number of devices that could
be affected and the interactions among these devices are simply too numerous. In
addition, the Company cannot accurately predict how many failures related to the
Y2K problem will occur or the severity,  duration or financial  consequences  of
such failures.

The Company has hired an outside Y2K consultant to assist the Company in meeting
its  goals  and in  developing  contingency  plans to  define  and  address  the
worst-case  scenario likely to be faced.  The contingency plan is expected to be
completed and in place in the third quarter of 1999.

The Company has spent  approximately  $2.3  million from 1997 through the second
quarter of 1999  directly  related to  assessing,  remediating  and  testing its
information technology systems. These amounts have been funded from operations.

The  Company  currently  estimates  that the  total  cost of its Y2K  compliance
program will not exceed $3.5  million.  A  significant  portion of the remaining
costs are expected to be incurred during the third quarter of 1999.

This  entire  section  ("Year  2000  Issue") is hereby  designated  a "Year 2000
Readiness  Disclosure",  as defined in the Year 2000  Information  and Readiness
Disclosure Act.





                                       -7-

<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Cash  provided by operations  represent the primary  source of financing for the
Company, but this may be supplemented by bank borrowings.  The capital resources
of the  Company  and the  present  debt-to-equity  relationship  are  considered
satisfactory.

During the first six months of 1999,  the Company  financed a portion of various
acquisitions  through  the  issuance  of Common  Stock  totaling  $6.8  million.
Acquisitions during the first six months of 1999 have resulted in an increase in
goodwill of $6.3 million.

FORWARD LOOKING STATEMENTS

All  statements  included in this report,  other than  statements  of historical
facts, which address activities, events or developments that the Company expects
or anticipates will or may occur in the future are  forward-looking  statements.
Such   forward-looking   statements  are  subject  to  risks  and  uncertainties
including,  among other things,  changes in mortgage interest rates,  employment
levels, actions of competitors, changes in real estate markets, general economic
conditions  and  legislation  (primarily  legislation  related to insurance) and
other  risks and  uncertainties  discussed  in the  Company's  filings  with the
Securities and Exchange Commission.


Item 3:  Quantitative and Qualitative  Disclosures  About Market Risk There have
been no  material  changes  in the  Company's  investment  strategies,  types of
financial  instruments held or the risks associated with such instruments  which
would  materially alter the market risk disclosures made in the Company's Annual
Statement on Form 10-K for the year ended December 31, 1998.















































                                       -8-

<PAGE>



                                     PART II







                                                                         Page
                                                                      ----------


  Item 1.  Legal Proceedings                                              10


  Item 5.  Other Information                                              10


  Item 6.  Exhibits and Reports on Form 8-K


      (a)  Index to exhibits


      (b)  There were no reports on Form 8-K filed during the
           quarter ended June 30, 1999.












































                                       -9-


<PAGE>

ITEM 1. LEGAL PROCEEDINGS


           The  Registrant  is a party to  routine  lawsuits  incidental  to its
business,  most of which involve disputed policy claims. In many of these suits,
the plaintiff seeks exemplary or treble damages in excess of policy limits based
on the alleged malfeasance of an issuing agent of the Registrant. The Registrant
does not  expect  that any of these  proceedings  will have a  material  adverse
effect on its financial condition.


ITEM 5.  OTHER INFORMATION

         On March 15, the Registrant's Board of Directors approved a two-for-one
split of the Registrant's  Common Stock,  $1.00 par value ("Common Stock"),  and
Class B Common Stock, $1.00 par value, which was effected in the form of a stock
dividend.  Each stockholder of record of the Registrant at the close of business
on May 7, 1999 received one additional  share for each share owned on that date.
The stock dividend was paid on May 21, 1999.






















































                                      -10-
<PAGE>



                                    SIGNATURE




Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





                                        Stewart Information Services Corporation
                                        ----------------------------------------
                                                                    (Registrant)






August 12, 1999
- ----------------
    Date






                                                          /S/         MAX  CRISP
                                 -----------------------------------------------
                                                                       Max Crisp
                                   (Vice President-Finance, Secretary-Treasurer,
                                            Director and Principal Financial and
                                                             Accounting Officer)



































                                      -11-

<PAGE>


                                INDEX TO EXHIBITS







EXHIBIT
NUMBER               DESCRIPTION
- -------              -----------



  4.              -   Rights of Common and Class B Common Stockholders


 27.0             -   Financial data schedule


 28.2             -   Details of investments as reported in the
                      Quarterly Report to Shareholders








                                                                       EXHIBIT 4






                    STEWART INFORMATION SERVICES CORPORATION

                RIGHTS OF COMMON AND CLASS B COMMON STOCKHOLDERS

                                  June 30, 1999





         Common and Class B Common stockholders have the same rights, except (1)
no cash  dividend may be paid on Class B Common Stock and (2) the two classes of
stock are voted  separately  in electing  directors.  A provision in the by-laws
requires an affirmative  vote of at least two-thirds of the directors to approve
any proposal which may come before the directors.  This by-law  provision cannot
be changed without majority vote of each class of stock.

         Common  stockholders,  with cumulative voting rights, may elect five or
more of the nine directors.  Class B Common stockholders may, with no cumulative
voting rights, elect four directors, if 350,000 or more shares of Class B Common
stock are outstanding; three directors, if between 200,000 and 350,000 shares of
Class B Common Stock are  outstanding;  if less than  200,000  shares of Class B
Common  Stock are  outstanding,  the Common  Stock and the Class B Common  Stock
shall be voted as a single  class upon all  matters,  with the right to cumulate
votes for the election of directors.

         No change in the  Certificate of  Incorporation  which would affect the
Common  Stock and the Class B Common Stock  unequally  shall be made without the
affirmative vote of at least a majority of the outstanding shares of each class,
voting as a class.

         Class B Common Stock may,  at any time,  be converted  by  its  holders
into Common Stock on  a share-for-share  basis.  Such  conversion  is  mandatory
on any  transfer to a person not a lineal  descendant  (or spouse, trustee, etc.
of such descendant) of William H. Stewart.






                                                                    Exhibit 28.2






                    STEWART INFORMATION SERVICES CORPORATION

                             DETAILS OF INVESTMENTS
                       JUNE 30, 1999 AND DECEMBER 31, 1998





<TABLE>
<CAPTION>


                                                             JUNE 30     DEC 31
                                                               1999       1998
                                                             ---------  --------
                                                                ($000 Omitted)

     <S>                                                    <C>         <C>

      Investments, at market, partially restricted:
          Short-term investments                               66,460     59,446
          U. S. Treasury and agency obliga                     20,316     24,086
          Municipal bonds                                     136,670    133,533
          Mortgage-backed securities                            8,786      4,233
          Corporate bonds                                      64,323     59,796
          Equity securities                                     5,744      5,664
                                                            ---------   --------

            TOTAL  INVESTMENTS                                302,299    286,758
                                                            =========   ========

</TABLE>





NOTE:  The  total  appears  as  the  sum  of  three  amounts  on  the  condensed
consolidated  balance sheets presented on page 2: (1) `short-term  investments',
(2) `investments - statutory reserve funds' and (3) `investments - other'.




<TABLE> <S> <C>

<ARTICLE>                     7
<LEGEND>

                    STEWART INFORMATION SERVICES CORPORATION




THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF JUNE 30, 1999 AND THE  RELATED  STATEMENT  OF  EARNINGS  FOR THE SIX
MONTHS ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.

</LEGEND>
<MULTIPLIER>                 1000

<S>                                       <C>

<PERIOD-TYPE>                                    Year

<FISCAL-YEAR-END>                          DEC-31-1999

<PERIOD-END>                               JUN-30-1999

<DEBT-HELD-FOR-SALE>                           235,839
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                           0
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                 302,299  <F1>
<CASH>                                          42,241
<RECOVER-REINSURE>                                   0
<DEFERRED-ACQUISITION>                               0
<TOTAL-ASSETS>                                 521,032
<POLICY-LOSSES>                                176,931
<UNEARNED-PREMIUMS>                                  0
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                 15,920
<COMMON>                                         7,293
                                0
                                          0
<OTHER-SE>                                     274,557
<TOTAL-LIABILITY-AND-EQUITY>                   521,032
                                     502,833
<INVESTMENT-INCOME>                              9,792
<INVESTMENT-GAINS>                                  30
<OTHER-INCOME>                                  31,316
<BENEFITS>                                      21,186
<UNDERWRITING-AMORTIZATION>                          0
<UNDERWRITING-OTHER>                                 0
<INCOME-PRETAX>                                 34,134
<INCOME-TAX>                                    12,808
<INCOME-CONTINUING>                             21,326
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    21,326
<EPS-BASIC>                                     1.49
<EPS-DILUTED>                                     1.47
<RESERVE-OPEN>                                 171,763
<PROVISION-CURRENT>                             19,790  <F2>
<PROVISION-PRIOR>                                1,946
<PAYMENTS-CURRENT>                              (2,427)
<PAYMENTS-PRIOR>                               (14,141)
<RESERVE-CLOSE>                                176,931
<CUMULATIVE-DEFICIENCY>                              0


<FN>
<F1>  Includes short-term investments.
<F2>  Includes  reserve  balance  increase  of $550 from the  acquisition  of an
      existing underwriter.
</FN>

</TABLE>


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