STEWART INFORMATION SERVICES CORP
10-Q, 1999-11-12
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 September 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            13,583,263
                      Class B Common             1,050,012

<PAGE>




                                    FORM 10-Q
                                QUARTERLY REPORT
                        Quarter Ended September 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 NINE MONTHS ENDED
                           SEPTEMBER 30, 1999 and 1998



<TABLE>
<CAPTION>


                                                   THIRD QUARTER                 NINE MONTHS
                                               ---------------------        --------------------

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


Revenues
    Title premiums, fees and other revenues       246,460    233,385          749,293    632,912
    Real estate information services               14,507     12,265           45,823     36,112
    Investment income                               5,394      4,703           15,186     13,479
    Investment gains - net                             20         72               50        403
                                                ---------   --------          --------  --------
                                                  266,381    250,425          810,352    682,906

Expenses
    Amounts retained by agents                    124,186    114,465          378,582    304,156
    Employee costs                                 72,030     62,690          215,493    180,935
    Other operating expenses                       43,321     35,219          122,898     99,701
    Title losses and related claims                 9,937     10,284           31,123     28,523
    Depreciation and amortization                   4,968      3,809           13,161     10,670
    Interest                                          314        306              910      1,089
    Minority interests                              1,377      1,233            3,803      3,662
                                                ---------   --------         --------   --------
                                                256,133      228,006          765,970    628,736
                                                ---------   --------         --------   --------

Earnings before taxes                              10,248     22,419           44,382     54,170
Income taxes                                        4,150      8,371           16,958     20,239
                                                ---------   --------         --------   --------

Net earnings                                        6,098     14,048           27,424     33,931
                                                =========   ========         ========    =======



Average number of shares outstanding -
    assuming dilution (000)                        14,762     14,188           14,562     14,128

Earnings per share - basic (1)                       0.42       1.00             1.90       2.43

Earnings per share - diluted  (1)                    0.41       0.99             1.88       2.40
                                                =========  =========         ========   ========

Comprehensive earnings:
Net earnings                                        6,098     14,048           27,424     33,931
Changes in unrealized investment gains,
   net of taxes of $(700), $1,390, $(3,950)
   and $1,061, respectively                        (1,300)     2,582           (7,335)     1,971
                                                ---------   --------          --------  --------
Comprehensive earnings                              4,798     16,630           20,089     35,902
                                                =========  =========          ========  ========

</TABLE>

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


                                                        -1-

<PAGE>




                    STEWART INFORMATION SERVICES CORPORATION

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


<TABLE>
<CAPTION>

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

      Assets
          Cash and cash equivalents                                     41,205        44,883
          Short-term investments                                        58,761        59,446
          Investments - statutory reserve funds                        177,490       164,554
          Investments - other                                           66,141        62,758
          Receivables                                                   42,508        46,732
          Property and equipment                                        44,526        36,392
          Title plants                                                  24,450        23,608
          Goodwill                                                      32,136        23,615
          Deferred income taxes                                         13,518        10,633
          Other                                                         23,028        25,860
                                                                    ----------    ----------

                                                                       523,763       498,481
                                                                    ==========    ==========



      Liabilities
          Notes payable                                                 19,101        16,194
          Accounts payable and accrued liabilities                      31,424        44,578
          Estimated title losses                                       179,519       171,763
          Minority interests                                             6,790         5,503

      Contingent liabilities and commitments

      Stockholders' equity
          Common and Class B Common Stock and
            additional paid-in capital                                  79,134        63,951
          Retained earnings                                            209,001       190,363
          Accumulated other comprehensive earnings (deficit)            (1,206)        6,129
                                                                    ----------   -----------
            Total stockholders' equity ($19.61 per share at
              September 30, 1999)                                      286,929       260,443
                                                                    ----------   -----------

                                                                       523,763       498,481
                                                                    ==========   ===========


</TABLE>












                                                        -2-

<PAGE>





                    STEWART INFORMATION SERVICES CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998



<TABLE>
<CAPTION>


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



    Cash provided by operating activities (Note)                             42,114       58,697


    Investing activities:
         Purchases of property and equipment and title plants - net         (19,794)     (13,914)
         Proceeds from investments matured and sold                          32,839       37,281
         Purchases of investments                                           (57,269)     (62,772)
         Increases in notes receivable                                       (5,838)      (1,644)
         Collections on notes receivable                                      5,315        1,303
         Proceeds from sale of equity investment                              5,840            -
         Cash paid for the acquisition of subsidiaries - net                 (5,166)      (1,476)
                                                                         ----------    ---------
    Cash used by investing activities                                       (44,073)     (41,222)


    Financing activities:
         Dividends paid                                                      (1,612)      (1,357)
         Distribution to minority interests                                  (2,871)      (2,763)
         Proceeds from issuance of stock                                         39        2,228
         Proceeds of notes payable                                            8,470        5,466
         Payments on notes payable                                           (5,745)      (8,374)
                                                                         ----------    ---------
    Cash used by financing activities                                        (1,719)      (4,800)
                                                                         ----------    ---------

    (Decrease) increase in cash and cash equivalents                         (3,678)      12,675
                                                                         ==========   ==========

</TABLE>



     NOTE:  Reconciliation of net earnings to the above amounts -
<TABLE>
<S>                                                                      <C>            <C>
     Net earnings                                                            27,424       33,931
     Add (deduct):
           Depreciation and amortization                                     13,161       10,670
           Provision for title losses in excess of payments                   7,206       11,102
           Provision for uncollectible amounts - net                           (465)        (502)
           Decrease (increase) in accounts receivable - net                   5,477       (4,033)
           (Decrease) increase in accounts payable and
                  accrued liabilities - net                                 (12,918)       7,389
           Minority interest expense                                          3,803        3,662
           Equity in net earnings of investees                                 (750)        (701)
           Realized investment gains - net                                      (50)        (403)
           Gain on sale of equity investment                                 (1,145)           -
           Stock bonuses                                                        598          342
           Increase in other assets                                            (846)      (1,003)
           Other - net                                                          619       (1,757)
                                                                         ----------     ---------

     Cash provided by operating activities                                   42,114       58,697
                                                                         ==========     =========
</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 nine month
periods  ended  September  30, 1999 and 1998,  and as of September  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
                          -----         -----------          -----
<S>                      <C>            <C>                <C>
                                       ($000 Omitted)
Revenues:
- ---------
Three months ended
     9/30/99             251,874          14,507            266,381
     9/30/98             238,160          12,265            250,425

Nine months ended
     9/30/99             764,529          45,823            810,352
     9/30/98             646,794          36,112            682,906

Pretax Earnings:
- ----------------
Three months ended
     9/30/99               9,675             573             10,248
     9/30/98              22,092             327             22,419

Nine months ended
     9/30/99              41,551           2,831             44,382
     9/30/98              52,291           1,879             54,170

Identifiable Assets:
- --------------------
     9/30/99             483,748          40,015            523,763
    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 Company's stock option
plans have the only potentially dilutive effect on earnings per share.

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 138,000  and  157,000 for the three month
periods ending September 30, 1999 and 1998, respectively and 138,000 and 182,000
for the nine month periods ending September 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, on the average, were only slightly higher for the first
nine months of 1999 when  compared to the same  period in 1998.  However,  rates
steadily  increased  each  month  over the  previous  month in 1999.  Rates  for
September 1999 were approximately 100 basis points higher than September 1998.

Higher interest rates trimmed  refinance  activity.  As reported in the Mortgage
Banker's Association weekly survey, refinance activity, which had represented an
average 55 percent of all loan  applications  in the third quarter of 1998,  was
only 21 percent in the third quarter of 1999.

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

REVENUES

Revenues from title premiums and fees increased $116.4 million, or 18.4%, in the
first  nine  months of 1999  compared  to the same  period a year ago.  Revenues
earned on premiums written by agents represented a substantial part of the total
increase in premium revenues in 1999. 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  decreased 1.5% in 1999.  Closings
decreased in California,  Colorado,  Florida 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 nine 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 $45.8 million in 1999 and $36.1 million in
1998. The increase was primarily due to a favorable  real estate  environment in
the first half of 1999 and new  businesses  started or acquired  in 1998.  These
increases  were  partially  offset by a decrease in business due to increases in
mortgage interest rates. 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  12.7% in 1999 due primarily to an increase in the
average balances invested.

EXPENSES

Amounts  retained by agents  increased  $74.4 million,  or 24.5%,  over the same
period in 1998. The percentage of retention by agents to the amounts of revenues
from  agents  was  comparable  at 80.4%  and  80.3%  for the nine  months  ended
September 30, 1999 and September 30, 1998, respectively.

Employee expenses  increased $34.6 million,  or 19.1%, in 1999 primarily because
of a higher  average  number of  employees  during the first nine months of 1999
compared to a year ago and increased average rates of compensation.  The Company
has taken steps to align staff levels with lower order counts.

Increases  in employee  costs were  primarily  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.

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.




                                       -5-
<PAGE>
Other operating expenses increased by $23.2 million, or 23.3%, primarily because
of the increase in real estate information and title transaction  volume.  Other
expenses that increased  included 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 $2.6 million, or 9.1%, in
1999.  As a  percentage  of title  premiums,  fees  and  related  revenues,  the
provision  in the first nine months of 1999 was 4.2%  versus  4.5% 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 38.2% and
37.4% in 1999 and 1998, respectively.



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

REVENUES

Revenues from title premiums and fees increased  $13.1 million,  or 5.6%, from a
year ago.  Mortgage  interest rates, on average,  were  approximately  100 basis
points  higher in the third  quarter of 1999 than in the same period a year ago.
Refinancing  activity  was down  substantially  in 1999 as the  result of higher
rates. Revenues from agents represented a substantial part of the total increase
in premium revenues in 1999.

The  number  of  closings  handled  by the  Company  decreased  16.9%.  Closings
decreased in California,  Texas,  Colorado,  Florida 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.

Real estate information revenues were $14.5 million in 1999 and $12.3 million in
1998. The increase was primarily due to a favorable  real estate  environment in
the first half of 1999 and new  businesses  started or acquired  in 1998.  These
increases  were  partially  offset by a decrease in business due to increases in
mortgage interest rates.

Investment  income  increased  14.7% in 1999 due primarily to an increase in the
average balances invested.

EXPENSES

Amounts retained by agents increased $9.7 million, or 8.5%, over the same period
in 1998.  The  percentage of retention by agents to the amounts of revenues from
agents was  comparable  at 80.2% and 80.6% for the three months ended  September
30, 1999 and September 30, 1998, respectively.

Employee expenses increased $9.3 million, or 14.9%, in 1999 primarily because of
a higher average  number of employees  during the third quarter of 1999 compared
to a year ago and increased average rates of compensation.
The Company has taken steps to align staff levels with lower order counts.

Other operating expenses increased by $8.1 million, or 23.0%,  primarily because
of the increase in real estate information volume. Other expenses that increased
included 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 down $0.3 million,  or 3.4%
in 1999.  As a percentage  of title  premiums,  fees and related  revenues,  the
provision  in the  third  quarter  of 1999 was  4.0%  versus  4.4% 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 40.5% and
37.3% in 1999 and 1998, respectively.





                                       -6-
<PAGE>
YEAR 2000 ISSUE

Introduction

The  Company  recognizes  the  technological   challenges  associated  with  the
inability  of some older  software  to handle  dates  later than 1999 (the "Y2K"
issue).  Information  technology  is a crucial part of the  Company's  business.
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.

The Company's Readiness Program

The Company has implemented a formal program to address Y2K issues and has a Y2K
Team to carry out the program. The program 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.

Most of the  software  used by the Company was  developed  internally  in recent
years with Y2K issues in mind.  The  Company  has  substantially  completed  its
assessment and any necessary remediation of this software.

In addition to its work on internally-developed  computer software, the Y2K Team
conducted  an inventory  of the  Company's  systems  worldwide.  This  inventory
included  software  and  hardware  acquired  from third  parties  for use by the
Company. The inventory also included 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.

Certain  subsidiaries  that were  acquired  by the  Company  and  operated  with
different  systems  from the  Company's  were  given  high  priority  under  the
Company's  Y2K plan.  All phases of Y2K readiness  for these  subsidiaries  were
substantially completed during the second quarter of 1999. the Company continues
to monitor this area as additional subsidiaries are acquired.

In addition to addressing the Company's own systems,  the Y2K Team assessed,  to
the  extent  practicable,  the  state  of  readiness  of the  systems  of  other
mission-critical   entities  with  which  it  does   business.   These  included
independent title insurance agents and other business  partners,  such as county
courthouses and lenders,  whose condition or operational capability is important
to the Company.

The Company hired an outside Y2K  consultant to assist the Company in developing
contingency  plans to define and address the  worst-case  scenario  likely to be
faced.  Contingency  planning has been substantially  completed during the third
quarter of 1999.

The Company has spent  approximately  $3.2  million  from 1997 through the third
quarter  of  1999  directly  related  to  assessing,  remediating,  testing  and
implementing its information  technology systems. These amounts have been funded
from operations.  The Company currently estimates that the total cost of its Y2K
readiness program will not exceed $3.6 million.

Status of the Company's Y2K Readiness

The Company has now substantially completed all phases of its Y2K readiness plan
with respect to both internally  developed,  third-party  and embedded  software
that  it  uses  in its  offices  and  that it  believes  to be  critical  to its
operations.  The Company believes that all of such software is now Y2K ready. In
addition,  based upon  inquiries  to third  parties  with whom the Company  does
business and whose software is critical to its operations,  the Company does not
anticipate any material Y2K related problems from those entities' systems.

Risks

The  Company's  success in being Y2K ready  cannot be finally  and  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.  Failure  by third
parties to resolve  adequately  their Y2K issues  could have a material  adverse
effect on the Company's operations. 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
magnitude  of the  failure of  external  forces on the  business  of the Company
cannot be predicted.



                                       -7-
<PAGE>
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.

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 nine months of 1999, the Company  financed a portion of various
acquisitions  through  the  issuance  of Common  Stock  totaling  $7.5  million.
Acquisitions  during the first nine months of 1999 have  resulted in an increase
in goodwill of $9.6 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
           September 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)






November 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

                               September 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
                    SEPTEMBER 30, 1999 AND DECEMBER 31, 1998




<TABLE>
<CAPTION>


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



      Investments, at market, partially restricted:
          Short-term investments                               58,761     59,446
          U. S. Treasury and agency obligations                34,965     24,086
          Municipal bonds                                     132,278    133,533
          Mortgage-backed securities                            8,663      4,233
          Corporate bonds                                      62,558     59,796
          Equity securities                                     5,167      5,664
                                                            ---------   --------

            TOTAL  INVESTMENTS                                302,392    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  SEPTEMBER  30, 1999 AND THE RELATED  STATEMENT  OF EARNINGS FOR THE
NINE  MONTHS  ENDED  SEPTEMBER  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>                               SEP-30-1999

<DEBT-HELD-FOR-SALE>                           243,631
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                           0
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                 302,392  <F1>
<CASH>                                          41,205
<RECOVER-REINSURE>                                   0
<DEFERRED-ACQUISITION>                               0
<TOTAL-ASSETS>                                 523,763
<POLICY-LOSSES>                                179,519
<UNEARNED-PREMIUMS>                                  0
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                 19,101
<COMMON>                                        14,633
                                0
                                          0
<OTHER-SE>                                     272,296
<TOTAL-LIABILITY-AND-EQUITY>                   523,763
                                     749,293
<INVESTMENT-INCOME>                             15,186
<INVESTMENT-GAINS>                                  50
<OTHER-INCOME>                                  45,823
<BENEFITS>                                      31,123
<UNDERWRITING-AMORTIZATION>                          0
<UNDERWRITING-OTHER>                                 0
<INCOME-PRETAX>                                 44,382
<INCOME-TAX>                                    16,958
<INCOME-CONTINUING>                             27,424
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    27,424
<EPS-BASIC>                                     1.90
<EPS-DILUTED>                                     1.88
<RESERVE-OPEN>                                 171,763
<PROVISION-CURRENT>                             28,750  <F2>
<PROVISION-PRIOR>                                2,923
<PAYMENTS-CURRENT>                              (5,864)
<PAYMENTS-PRIOR>                               (18,053)
<RESERVE-CLOSE>                                179,519
<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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