Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CHANDLER THEODORE L
  2. Issuer Name and Ticker or Trading Symbol
LANDAMERICA FINANCIAL GROUP INC [LFG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
LANDAMERICA FINANCIAL GROUP, INC., 5600 COX ROAD
3. Date of Earliest Transaction (Month/Day/Year)
12/22/2008
(Street)

GLEN ALLEN, VA 23060
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/22/2008   M(1)   2,100 A $ 0 139,980 D  
Common Stock 12/22/2008   M(1)   4,200 A $ 0 144,180 D  
Common Stock 12/22/2008   M(1)   5,984 A $ 0 150,164 D  
Common Stock 12/22/2008   M(1)   9,450 A $ 0 159,614 D  
Common Stock 12/22/2008   M(1)   12,600 A $ 0 172,214 D  
Common Stock 12/22/2008   D(1)   34,334 D $ 0.07 137,880 D  
Common Stock               333.0068 I By 401(k) plan

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock $ 0 12/22/2008   M(1)     2,100 12/22/2008 01/01/2009 Common Stock 2,100 $ 0.07 0 D  
Phantom Stock $ 0 12/22/2008   M(1)     4,200 12/22/2008 02/28/2009 Common Stock 4,200 $ 0.07 0 D  
Phantom Stock $ 0 12/22/2008   M(1)     5,984 12/22/2008 02/28/2010 Common Stock 5,984 $ 0.07 0 D  
Phantom Stock $ 0 12/22/2008   M(1)     9,450 12/22/2008 02/28/2011 Common Stock 9,450 $ 0.07 0 D  
Phantom Stock $ 0 12/22/2008   M(1)     12,600 12/22/2008 02/28/2012 Common Stock 12,600 $ 0.07 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CHANDLER THEODORE L
LANDAMERICA FINANCIAL GROUP, INC.
5600 COX ROAD
GLEN ALLEN, VA 23060
  X     Chairman & CEO  

Signatures

 By: Anna M. King For: Theodore L. Chandler, Jr.   01/20/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The phantom stock units disposed were cash units that fully vested upon closing the sale of Lawyers Title Insurance Corporation, Commonwealth Land Title Insurance Company, and United Capital Title Insurance Company to the Fidelity National Financial family of companies, which were inadvertently not reported following the event. The units were hypothetically converted to common stock and hypothetically sold at the closing price on the closing date, with the insider receiving cash for the value of the units.

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