<PAGE>   1
     As filed with the Securities and Exchange Commission on March ___, 1997

                                                    Registration No. _________
===============================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  -------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  -------------

                    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 BOULEVARD                         77056
             HOUSTON, TEXAS                          (Zip Code)
 (Address of Principal Executive Offices)


                                  -------------

                   1997 STOCK OPTION PLAN FOR REGION MANAGERS
                            (Full title of the plan)

                                    MAX CRISP
                VICE PRESIDENT - FINANCE, SECRETARY AND TREASURER
                    STEWART INFORMATION SERVICES CORPORATION
                             1980 POST OAK BOULEVARD
                              HOUSTON, TEXAS 77056
                                 (713) 625-8100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                  -------------

                                   COPIES TO:

                           FULBRIGHT & JAWORSKI L.L.P.
                            1301 MCKINNEY, SUITE 5100
                            HOUSTON, TEXAS 77010-3095
                                 (713) 651-5151
                            ATTENTION: JOHN A. WATSON

                                  -------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
                                                          Proposed             Proposed maximum
 Title of securities to            Amount             maximum offering        aggregate offering          Amount of
      be registered           to be registered       price per share(1)            price(1)           registration fee
-------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                    <C>                       <C>                    <C>
Common Stock,
$1.00 par value                100,000 shares             $20-5/8                 $2,062,500                $625
=========================================================================================================================
</TABLE>

(1)      Pursuant to Rule 457(h), the proposed maximum offering price is
         estimated, solely for the purpose of determining the registration fee,
         on the basis of the average high and low prices of a share of Common
         Stock as reported by the New York Stock Exchange on March 24, 1997.

================================================================================



<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  Stewart Information Services Corporation, a Delaware
corporation (the "Company"), hereby incorporates by reference in this
Registration Statement the following documents:

                  1.  The Company's Annual Report on Form 10-K for the fiscal 
         year ended December 31, 1996.

                  2. All other reports filed pursuant to Section 13(a) or 15(d)
         of the Securities Exchange Act of 1934, as amended (the "Exchange
         Act"), since the fiscal year ended December 31, 1996.

                  3. The description of the Company's common stock, $1.00 par
         value (the "Common Stock"), contained in a registration statement on
         Form 8-A filed pursuant to the Exchange Act, including any amendment or
         report filed for the purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, is hereby deemed
to be incorporated by reference in this Registration Statement and a part hereof
from the date of the filing of such documents.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The financial statements and schedules of the Company as of December
31, 1996 and 1995, and for each of the years in the three-year period ended
December 31, 1996, incorporated by reference in this Registration Statement have
been audited by: KPMG Peat Marwick LLP; Price Waterhouse LLP; Ernst & Young LLP;
Doshier, Pickens & Francis, P.C.; Jim S. Walker; Fancher & Company; M. Timothy
O'Roark; Grant Bennett Accountants; Aaronson, White & Company; Edgar, Kiker &
Cross, L.L.P.; Wilkerson & Arthur, P.C.; Jesus Yepez; Williams & Pearcy, P.C.;
Flusche, Van Beveren, Kilgore P.C.; and Ginny Sanders May, independent
accountants, to the extent indicated in their reports thereon also incorporated
by reference herein. Such financial statements and schedules have been
incorporated by reference herein in reliance upon such reports given on the
authority of such firms as experts in accounting and auditing. The validity of
the issuance of the shares of Common Stock registered hereby will be passed upon
by Fulbright & Jaworski, counsel to the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article Eleventh of the Company's Certificate of Incorporation provides
that no director of the Company will be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty by such directors
as a director; provided, however, that such article will not eliminate or limit
liability of a director to the extent provided by applicable law (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law, (iii) under Section 174 of the
General Corporation Law of the State of Delaware (the "GCL"), or (iv) for any
transaction from which the director derived an improper personal benefit. The
effect of this provision is to eliminate the personal liability of a director to
the Company and its stockholders for monetary damages for breach of his
fiduciary duty as a director to the extent allowed under the GCL. If a director
were to breach such duty in performing his duties as a director, neither the
Company nor the stockholders could recover monetary damages from the director,
and the only course of action available to the Company's stockholders would be
equitable remedies such as an action to enjoin or rescind a transaction
involving a breach of fiduciary duty. To the extent certain claims against
directors are limited to equitable remedies, Article Fourteenth may reduce the
likelihood of derivative litigation and may discourage stockholders or
management from initiating litigation against directors for breach of their
fiduciary duty. Additionally, equitable remedies may not be effective in many
situations. If a stockholder's only remedy is to enjoin completion of the Board
of Directors' action, this remedy would be ineffective if the stockholder does
not become aware of a transaction until after it has been completed. In such a
situation, it is possible that the stockholders and the Company would not have
an effective remedy against the directors.

                                        1

<PAGE>   3

         Section 145 of the General Corporation Law of the State of Delaware
empowers the Company to, and the By-Laws of the Company provide that it shall,
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding 
by reason of the fact that he is or was a director, officer, employee or agent
of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; except that, in the case
of an action or suit by or in the right of the Company, no indemnification may
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Company unless and only to the extent
that the Court of Chancery or the court in which such action or suit was brought
shall determine that such person is fairly and reasonably entitled to indemnity
for proper expenses.

         Delaware corporations are also authorized to obtain insurance to
protect officers and directors from certain liabilities, including liabilities
against which the corporation cannot indemnify its directors and officers. The
Company currently has in effect a directors' and officers' liability insurance
policy providing coverage for each director and officer in his capacity as such.

ITEM 8.  EXHIBITS.

        4.1       Certificate of Incorporation of the Company, as amended
                  (Exhibit 3.1 to the Company's Annual Report on Form 10-K for
                  the year ended December 31, 1987, is incorporated by reference
                  herein).

        4.2       By-Laws of the Company, as amended (Exhibit 3.2 to the
                  Company's Annual Report on Form 10-K for the year ended
                  December 31, 1996, is incorporated by reference herein).

        4.3       Rights of Common and Class B Common Stockholders (contained 
                  in Exhibits 4.1 and 4.2 which are incorporated by reference 
                  herein).

        4.4       Stewart Information Services Corporation 1997 Stock Option 
                  Plan for Region Managers.

        4.5       Form of 1997 Stock Option Agreement.

        5.1       Opinion of Fulbright & Jaworski L.L.P. regarding the 
                  legality of the securities being registered.

       23.1       Consents of independent accountants.

       23.2       Consent of Fulbright & Jaworski L.L.P. (contained in 
                  Exhibit 5.1 hereto).

       24.1       Power of attorney (contained on page II-4 hereof).

ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned Registrant hereby undertakes:

                  (i) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (A) To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933, as amended (the
                  "Securities Act");

                           (B) To reflect in the prospectus any facts or events
                  arising after the effective date of this Registration
                  Statement (or the most recent post-effective amendment hereof)
                  which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in this
                  Registration Statement; and


                                        2

<PAGE>   4



                           (C) To include any material information with respect
                  to the plan of distribution not previously disclosed in this
                  Registration Statement or any material change to such
                  information in this Registration Statement;

         Provided, however, that paragraphs (i) and (ii) do not apply if the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed by the Company
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in this Registration Statement.

                  (ii) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         herein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (iii) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference into this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



                                        3

<PAGE>   5



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Max Crisp and Tannie L. Pizzitola, Jr.,
and each of them, to act as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or all post-effective
amendments to this Registration Statement, and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or his substitute or substitutes or
all of them may lawfully do or cause to be done by virtue hereof.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 26th day of March,
1997.

                                    STEWART INFORMATION SERVICES CORPORATION


                                    By              MAX CRISP
                                                    Max Crisp
                                        Vice President - Finance, Secretary 
                                          and Treasurer

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons, in the
capacities indicated on the 26th day of March, 1997.


         Signature                                 Title
         ---------                                 -----


        CARLOSS MORRIS                Co-Chief Executive Officer and
        Carloss Morris               Chairman of the Board (Principal
                                             Executive Officer)



        STEWART MORRIS               Co-Chief Executive Officer, President
        Stewart Morris                 and Director (Principal Executive
                                                  Officer)



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



----------------------------------                Director
     Lloyd M. Bentsen, III

                                        4

<PAGE>   6



----------------------------------                Director
       E. Douglas Hodo







        NITA B. HANKS                             Director
        Nita B. Hanks




                                                                              
----------------------------------                Director
       Paul W. Hobby



        C.M. HUDSPETH                             Director
        C.M. Hudspeth



----------------------------------                Director
      W. Arthur Porter









                                        5

<PAGE>   7
                              INDEX TO EXHIBITS


        4.1       Certificate of Incorporation of the Company, as amended
                  (Exhibit 3.1 to the Company's Annual Report on Form 10-K for
                  the year ended December 31, 1987, is incorporated by reference
                  herein).

        4.2       By-Laws of the Company, as amended (Exhibit 3.2 to the
                  Company's Annual Report on Form 10-K for the year ended
                  December 31, 1996, is incorporated by reference herein).

        4.3       Rights of Common and Class B Common Stockholders (contained 
                  in Exhibits 4.1 and 4.2 which are incorporated by reference 
                  herein).

        4.4       Stewart Information Services Corporation 1997 Stock Option 
                  Plan for Region Managers.

        4.5       Form of 1997 Stock Option Agreement.

        5.1       Opinion of Fulbright & Jaworski L.L.P. regarding the 
                  legality of the securities being registered.

       23.1       Consents of independent accountants.

       23.2       Consent of Fulbright & Jaworski L.L.P. (contained in 
                  Exhibit 5.1 hereto).

       24.1       Power of attorney (contained on page II-6 hereof).
[{"type": "S-8", "sequence": "1", "description": "STEWART INFORMATION SERVICES CORPORATION", "secsgml_size_bytes": 19974}]
{"company-data": {"conformed-name": "STEWART INFORMATION SERVICES CORP", "cik": "0000094344", "assigned-sic": "6361", "irs-number": "741677330", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24075", "film-number": "97565776"}, "business-address": {"street1": "1980 POST OAK BLVD", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "7136258100"}, "mail-address": {"street1": "1980 POST OAK BLVD", "street2": "STE 830", "city": "HOUSTON", "state": "TX", "zip": "77056"}}
1
     As filed with the Securities and Exchange Commission on March ___, 1997

                                                    Registration No. _________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  -------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  -------------

                    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 BOULEVARD                         77056
             HOUSTON, TEXAS                          (Zip Code)
 (Address of Principal Executive Offices)

                                  -------------

                   1997 STOCK OPTION PLAN FOR REGION MANAGERS
                            (Full title of the plan)

                                    MAX CRISP
                VICE PRESIDENT - FINANCE, SECRETARY AND TREASURER
                    STEWART INFORMATION SERVICES CORPORATION
                             1980 POST OAK BOULEVARD
                              HOUSTON, TEXAS 77056
                                 (713) 625-8100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                  -------------

                                   COPIES TO:

                           FULBRIGHT & JAWORSKI L.L.P.
                            1301 MCKINNEY, SUITE 5100
                            HOUSTON, TEXAS 77010-3095
                                 (713) 651-5151
                            ATTENTION: JOHN A. WATSON

                                  -------------

                         CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                                          Proposed             Proposed maximum
 Title of securities to            Amount             maximum offering        aggregate offering          Amount of
      be registered           to be registered       price per share(1)            price(1)           registration fee
-------------------------------------------------------------------------------------------------------------------------
Common Stock,
$1.00 par value                100,000 shares             $20-5/8                 $2,062,500                $625
=========================================================================================================================
(1)      Pursuant to Rule 457(h), the proposed maximum offering price is
         estimated, solely for the purpose of determining the registration fee,
         on the basis of the average high and low prices of a share of Common
         Stock as reported by the New York Stock Exchange on March 24, 1997.

================================================================================
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  Stewart Information Services Corporation, a Delaware
corporation (the "Company"), hereby incorporates by reference in this
Registration Statement the following documents:

                  1.  The Company's Annual Report on Form 10-K for the fiscal 
         year ended December 31, 1996.

                  2. All other reports filed pursuant to Section 13(a) or 15(d)
         of the Securities Exchange Act of 1934, as amended (the "Exchange
         Act"), since the fiscal year ended December 31, 1996.

                  3. The description of the Company's common stock, $1.00 par
         value (the "Common Stock"), contained in a registration statement on
         Form 8-A filed pursuant to the Exchange Act, including any amendment or
         report filed for the purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, is hereby deemed
to be incorporated by reference in this Registration Statement and a part hereof
from the date of the filing of such documents.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The financial statements and schedules of the Company as of December
31, 1996 and 1995, and for each of the years in the three-year period ended
December 31, 1996, incorporated by reference in this Registration Statement have
been audited by: KPMG Peat Marwick LLP; Price Waterhouse LLP; Ernst & Young LLP;
Doshier, Pickens & Francis, P.C.; Jim S. Walker; Fancher & Company; M. Timothy
O'Roark; Grant Bennett Accountants; Aaronson, White & Company; Edgar, Kiker &
Cross, L.L.P.; Wilkerson & Arthur, P.C.; Jesus Yepez; Williams & Pearcy, P.C.;
Flusche, Van Beveren, Kilgore P.C.; and Ginny Sanders May, independent
accountants, to the extent indicated in their reports thereon also incorporated
by reference herein. Such financial statements and schedules have been
incorporated by reference herein in reliance upon such reports given on the
authority of such firms as experts in accounting and auditing. The validity of
the issuance of the shares of Common Stock registered hereby will be passed upon
by Fulbright & Jaworski, counsel to the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article Eleventh of the Company's Certificate of Incorporation provides
that no director of the Company will be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty by such directors
as a director; provided, however, that such article will not eliminate or limit
liability of a director to the extent provided by applicable law (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law, (iii) under Section 174 of the
General Corporation Law of the State of Delaware (the "GCL"), or (iv) for any
transaction from which the director derived an improper personal benefit. The
effect of this provision is to eliminate the personal liability of a director to
the Company and its stockholders for monetary damages for breach of his
fiduciary duty as a director to the extent allowed under the GCL. If a director
were to breach such duty in performing his duties as a director, neither the
Company nor the stockholders could recover monetary damages from the director,
and the only course of action available to the Company's stockholders would be
equitable remedies such as an action to enjoin or rescind a transaction
involving a breach of fiduciary duty. To the extent certain claims against
directors are limited to equitable remedies, Article Fourteenth may reduce the
likelihood of derivative litigation and may discourage stockholders or
management from initiating litigation against directors for breach of their
fiduciary duty. Additionally, equitable remedies may not be effective in many
situations. If a stockholder's only remedy is to enjoin completion of the Board
of Directors' action, this remedy would be ineffective if the stockholder does
not become aware of a transaction until after it has been completed. In such a
situation, it is possible that the stockholders and the Company would not have
an effective remedy against the directors.

                                        1
3

         Section 145 of the General Corporation Law of the State of Delaware
empowers the Company to, and the By-Laws of the Company provide that it shall,
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding 
by reason of the fact that he is or was a director, officer, employee or agent
of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; except that, in the case
of an action or suit by or in the right of the Company, no indemnification may
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Company unless and only to the extent
that the Court of Chancery or the court in which such action or suit was brought
shall determine that such person is fairly and reasonably entitled to indemnity
for proper expenses.

         Delaware corporations are also authorized to obtain insurance to
protect officers and directors from certain liabilities, including liabilities
against which the corporation cannot indemnify its directors and officers. The
Company currently has in effect a directors' and officers' liability insurance
policy providing coverage for each director and officer in his capacity as such.

ITEM 8.  EXHIBITS.

        4.1       Certificate of Incorporation of the Company, as amended
                  (Exhibit 3.1 to the Company's Annual Report on Form 10-K for
                  the year ended December 31, 1987, is incorporated by reference
                  herein).

        4.2       By-Laws of the Company, as amended (Exhibit 3.2 to the
                  Company's Annual Report on Form 10-K for the year ended
                  December 31, 1996, is incorporated by reference herein).

        4.3       Rights of Common and Class B Common Stockholders (contained 
                  in Exhibits 4.1 and 4.2 which are incorporated by reference 
                  herein).

        4.4       Stewart Information Services Corporation 1997 Stock Option 
                  Plan for Region Managers.

        4.5       Form of 1997 Stock Option Agreement.

        5.1       Opinion of Fulbright & Jaworski L.L.P. regarding the 
                  legality of the securities being registered.

       23.1       Consents of independent accountants.

       23.2       Consent of Fulbright & Jaworski L.L.P. (contained in 
                  Exhibit 5.1 hereto).

       24.1       Power of attorney (contained on page II-4 hereof).

ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned Registrant hereby undertakes:

                  (i) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (A) To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933, as amended (the
                  "Securities Act");

                           (B) To reflect in the prospectus any facts or events
                  arising after the effective date of this Registration
                  Statement (or the most recent post-effective amendment hereof)
                  which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in this
                  Registration Statement; and

                                        2
4

                           (C) To include any material information with respect
                  to the plan of distribution not previously disclosed in this
                  Registration Statement or any material change to such
                  information in this Registration Statement;

         Provided, however, that paragraphs (i) and (ii) do not apply if the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed by the Company
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in this Registration Statement.

                  (ii) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         herein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (iii) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference into this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                        3
5

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Max Crisp and Tannie L. Pizzitola, Jr.,
and each of them, to act as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or all post-effective
amendments to this Registration Statement, and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or his substitute or substitutes or
all of them may lawfully do or cause to be done by virtue hereof.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 26th day of March,
1997.

                                    STEWART INFORMATION SERVICES CORPORATION

                                    By              MAX CRISP
                                                    Max Crisp
                                        Vice President - Finance, Secretary 
                                          and Treasurer

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons, in the
capacities indicated on the 26th day of March, 1997.

         Signature                                 Title
         ---------                                 -----

        CARLOSS MORRIS                Co-Chief Executive Officer and
        Carloss Morris               Chairman of the Board (Principal
                                             Executive Officer)

        STEWART MORRIS               Co-Chief Executive Officer, President
        Stewart Morris                 and Director (Principal Executive
                                                  Officer)

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

----------------------------------                Director
     Lloyd M. Bentsen, III

                                        4
6

----------------------------------                Director
       E. Douglas Hodo

        NITA B. HANKS                             Director
        Nita B. Hanks

                                                                              
----------------------------------                Director
       Paul W. Hobby

        C.M. HUDSPETH                             Director
        C.M. Hudspeth

----------------------------------                Director
      W. Arthur Porter

                                        5
7
                              INDEX TO EXHIBITS

        4.1       Certificate of Incorporation of the Company, as amended
                  (Exhibit 3.1 to the Company's Annual Report on Form 10-K for
                  the year ended December 31, 1987, is incorporated by reference
                  herein).

        4.2       By-Laws of the Company, as amended (Exhibit 3.2 to the
                  Company's Annual Report on Form 10-K for the year ended
                  December 31, 1996, is incorporated by reference herein).

        4.3       Rights of Common and Class B Common Stockholders (contained 
                  in Exhibits 4.1 and 4.2 which are incorporated by reference 
                  herein).

        4.4       Stewart Information Services Corporation 1997 Stock Option 
                  Plan for Region Managers.

        4.5       Form of 1997 Stock Option Agreement.

        5.1       Opinion of Fulbright & Jaworski L.L.P. regarding the 
                  legality of the securities being registered.

       23.1       Consents of independent accountants.

       23.2       Consent of Fulbright & Jaworski L.L.P. (contained in 
                  Exhibit 5.1 hereto).

       24.1       Power of attorney (contained on page II-6 hereof).