As filed with the Securities and Exchange Commission on May 14, 1999
                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                    THE FIRST AMERICAN FINANCIAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                 California                         95-1068610
       (State or Other Jurisdiction of           (I.R.S. Employer
       Incorporation or Organization)           Identification No.)

                              114 East Fifth Street
                        Santa Ana, California 92701-4642
                    (Address of Principal Executive Offices)
                                ----------------

                 AMENDED AND RESTATED NATIONAL INFORMATION GROUP
                             1986 STOCK OPTION PLAN
                            (Full title of the plan)
                                ----------------

          Mark R Arnesen, Esq.                              (Copy to)
                Secretary                              Neil W. Rust, Esq.
The First American Financial Corporation                  White & Case
          114 East Fifth Street                       633 West Fifth Street
       Santa Ana, California 92701                Los Angeles, California 90071
             (714) 558-3211                              (213) 620-7700
      (Name, Address and Telephone
      Number of Agent For Service)
                                ----------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
======================================= ======================= ==================== =================== =================
                                                                                          Proposed
                                                                     Proposed             Maximum
                                                Amount                Maximum            Aggregate          Amount Of
         Title of Securities                    To Be             Offering Price          Offering         Registration
           To Be Registered                 Registered (1)         Per Share (2)         Price (2)           Fee (3)
======================================= ======================= ==================== =================== =================
    <S>                                     <C>                         <C>               <C>                <C>
    Common shares, $1.00 par value          360,930 shares              $17,782           $6,418,057         $1,784
======================================= ======================= ==================== =================== =================

</TABLE>

    (1)  This  Registration  Statement  also covers an  indeterminate  number of
         Common  shares that may be issuable  by reason of stock  splits,  stock
         dividends or similar transactions in accordance with Rule 416 under the
         Act.
    (2)  Estimated solely for the purpose of calculating the registration fee in
         accordance  with Rules  457(c) and 457(h)  under the Act,  based on the
         average of the high and low prices of the Common  stock  registered  on
         the New York Stock Exchange as of May 12, 1999.
    (3)  Computed in  accordance  with  Section  6(b) of the Act by  multiplying
         0.000278 by the proposed maximum aggregate offering price.




<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The  Registrant  hereby states that the documents  listed in (1), (2),
(3) and (4) below are incorporated by reference in this  Registration  Statement
and all  documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange  Act"),  prior to the filing of a  post-effective  amendment that
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this Registration  Statement and to be part hereof from the date of
filing of such documents.

          (1)  Annual Report on Form 10-K for the fiscal year ended December 31,
               1998.

          (2)  Quarterly  Report on Form 10-Q for the fiscal quarter ended March
               31, 1999.

          (3)  The  description of First  American's  Common  shares,  $1.00 par
               value, contained in its Registration Statement on Form 8-A, dated
               November 19, 1993, which registers the shares under Section 12(b)
               of the Exchange Act.

          (4)  The   description   of  Rights  to   Purchase   Series  A  Junior
               Participating  Preferred  Shares,  which may be transferred  with
               First  American's  Common shares,  contained in its  Registration
               Statement on Form 8-A,  dated November 7, 1997,  which  registers
               the rights under Section 12(b) of the Exchange Act.

Item 4.   Description of Securities.

                  Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

                  Not Applicable.

Item 6.   Indemnification of Directors and Officers.

          Subject  to  certain  limitations,   Section  317  of  the  California
Corporations  Code provides in part that a  corporation  shall have the power to
indemnify  any person who was or is a party or is  threatened to be made a party
to any proceeding (other than an action by or in the right of the corporation to
procure a judgment in its favor) by reason of the fact that the person is or was
an agent  (which term  includes  officers  and  directors)  of the  corporation,
against expenses,  judgments, fines, settlements, and other amounts actually and
reasonably  incurred in connection  with the  proceeding if that person acted in
good  faith and in a manner  the person  reasonably  believed  to be in the best
interests of the corporation and, in the case of a criminal  proceeding,  had no
reasonable cause to believe the conduct of the person was unlawful.

          The California indemnification statute set forth in Section 317 of the
California  Corporations  Code  (noted  above)  is  nonexclusive  and  allows  a
corporation  to  expand  the  scope  of  indemnification  provided,  whether  by
provisions  in its  Bylaws or by  agreement,  to the  extent  authorized  in the
corporation's articles.

          The articles of  incorporation  of the Registrant  provide that:  "The
liability of the  directors of the  Corporation  for monetary  damages  shall be
eliminated to the fullest extent  permissible  under California law." The effect
of  this  provision  is  to  exculpate  directors  from  any  liability  to  the
Registrant,  or anyone claiming on the Registrant's  behalf, for breaches of the
directors' duty of care. However,  the provision does not eliminate or limit the
liability  of a director  for actions  taken in his  capacity as an officer.  In
addition,  the provision applies only to monetary damages and is not intended to
impair the rights of parties suing on behalf of the Registrant to seek equitable
remedies (such as actions to enjoin or rescind a transaction  involving a breach
of the directors' duty of care or loyalty).

          The  Bylaws  of  the  Registrant  provide  that,  subject  to  certain
qualifications,  "(i) The corporation shall indemnify its Officers and Directors
to the fullest extent permitted by law,  including those  circumstances in which
indemnification  would  otherwise  be  discretionary;  (ii) the  corporation  is
required  to  advance  expenses  to its  Officers  and  Directors  as  incurred,
including  expenses relating to obtaining a determination that such Officers and
Directors are entitled to indemnification, provided that they undertake to repay
the amount advanced if it is ultimately determined that they are not entitled to
indemnification;  (iii) an  Officer  or  Director  may bring  suit  against  the
corporation  if a  claim  for  indemnification  is not  timely  paid;  (iv)  the
corporation may not retroactively amend this Section 1 in a way which is adverse
to its Officers and Directors;  (v) the  provisions of  subsections  (i) through
(iv) above shall apply to all past and present  Officers  and  Directors  of the
corporation."  "Officer"  includes  the  following  officers of the  Registrant:
Chairman  of  the  Board,  President,  Vice  President,   Secretary,   Assistant
Secretary,  Chief Financial  Officer,  Treasurer,  Assistant  Treasurer and such
other officers as the board shall designate from time to time. "Director" of the
Registrant  means any person  appointed  to serve on the  Registrant's  board of
directors either by its shareholders or by the remaining board members.

          Each of the Registrant's 1996 Stock Option Plan, 1997 Directors' Stock
Plan, 401(k) Savings Plan, Pension Plan,  Pension  Restoration Plan and Employee
Profit Sharing and Stock  Ownership Plan (for purposes of this  paragraph,  each
individually,  the "Plan")  provides that,  subject to certain  conditions,  the
Registrant may,  through the purchase of insurance or otherwise,  indemnify each
member of the Board (or board of directors of any affiliate), each member of the
committee  charged with  administering the Plan, and any other employees to whom
any responsibility with respect to the Plan is allocated or delegated,  from and
against any and all claims, losses, damages, and expenses,  including attorneys'
fees,  and any  liability,  including  any amounts paid in  settlement  with the
Registrant's  approval,  arising from the individual's action or failure to act,
except when the same is judicially  determined to be  attributable  to the gross
negligence or willful misconduct of such person.

          The  Registrant's  Deferred  Compensation  Plan (for  purposes of this
paragraph,  the "Plan")  provides that,  "To the extent  permitted by applicable
state law, the Company shall  indemnify and save harmless the Committee and each
member thereof,  the Board of Directors and any delegate of the Committee who is
an employee of the Company against any and all expenses, liabilities and claims,
including  legal fees to defend against such  liabilities and claims arising out
of their  discharge in good faith of  responsibilities  under or incident to the
Plan,  other than expenses and  liabilities  arising out of willful  misconduct.
This indemnity  shall not preclude such further  indemnities as may be available
under  insurance  purchased by the Company or provided by the Company  under any
bylaw,  agreement or otherwise,  as such  indemnities  are permitted under state
law."

          Each of the  Registrant's  Management  Supplemental  Benefit  Plan and
Executive  Supplemental  Benefit  Plan (for  purposes  of this  paragraph,  each
individually,  the "Plan")  provides that,  subject to certain  conditions,  the
Registrant  may,  through the purchase of insurance or otherwise,  indemnify and
hold  harmless,  to the extent  permitted  by law,  the  members of the Board of
Directors and any other employees to whom any responsibility with respect to the
administration  of the  Plan  has  been  delegated  against  any and all  costs,
expenses and liabilities  (including attorneys fees) incurred by such parties in
performing their duties and responsibilities  under the Plan, provided that such
party or parties were not guilty of willful misconduct.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  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 of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant 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 Registrant 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 of 1933 and will be governed by the final  adjudication  of such
issue.

Item 7.   Exemption from Registration Claimed.

                  Not Applicable.

Item 8.   Exhibits.

          4.1.      Description  of the  Registrant's  capital  stock in article
                    Sixth of the Restated Articles of Incorporation of The First
                    American Financial Corporation, incorporated by reference to
                    Exhibit  3.1 of the  Registrant's  Quarterly  Post-Effective
                    Amendment No. 1 to Registration  Statement on Form S-4 dated
                    July 28,  1998 and Exhibit 3 of the  Registrant's  Quarterly
                    Report on Form 10-Q for the fiscal  quarter  ended March 31,
                    1999.

          4.2.      Rights Agreement,  incorporated by reference to Exhibit 4 of
                    the  Registrant's  Registration  Statement on Form 8-A dated
                    November 7, 1997.

          4.3.      Amended and Restated  National  Information Group 1986 Stock
                    Option Plan.

          5.        Opinion of White & Case LLP regarding legality.

          23.1.     Consent of PricewaterhouseCoopers.

          23.2.     Consent of White & Case LLP (contained in Exhibit 5).

          24.       Power of Attorney.

Item 9.   Undertakings.

          A. Rule 415 Offering. The undersigned Registrant hereby undertakes:

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

          (i)       To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

          (ii)      To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  registration  statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease in the volume of  securities  offered (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was  registered)  and any  deviation  from the low and
                    high end of the  estimated  maximum  offering  range  may be
                    reflected  in  the  form  of   prospectus   filed  with  the
                    Commission pursuant to Rule 424(b) if, in the aggregate, the
                    changes  in  volume  and price  represent  no more than a 20
                    percent change in the maximum  aggregate  offering price set
                    forth in the "Calculation of Registration  Fee" table in the
                    effective registration statement.

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

provided,  however, that paragraphs (1)(i) and (1)(ii) above 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 Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) 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.  Filings   Incorporating   Subsequent  Exchange  Act  Documents  by
Reference.  The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

          C.  Securities and Exchange  Commission  Position on  Indemnification.
Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant 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 Registrant 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 Act and will be governed by the final adjudication of
such issue.



<PAGE>


                                   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 Santa Ana, State of California, on May 14, 1999.

                                   THE FIRST AMERICAN FINANCIAL
                                   CORPORATION



                                   By: /s/  Parker S. Kennedy
                                      -----------------------------
                                      Parker S. Kennedy, President
                                      (Principal Executive Officer)


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.



         Date: May 14, 1999        By: /s/  D.P. Kennedy
                                      -----------------------------
                                      D.P. Kennedy, Chairman and Director



         Date: May 14, 1999        By: /s/ Parker S. Kennedy
                                      -----------------------------
                                      Parker S. Kennedy, President and Director



         Date: May 14, 1999        By: /s/  Thomas A. Klemens
                                      -----------------------------
                                      Thomas A. Klemens, Executive Vice
                                      President, Chief Financial Officer
                                      (Principal Financial and Accounting
                                      Officer)

<PAGE>



         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.


         Date:                     By:
                                      -----------------------------
                                       George L. Argyros, Director

         Date: May 14, 1999        By: /s/ Gary J. Beban          *
                                      -----------------------------
                                       Gary J. Beban, Director

         Date: May 14, 1999        By: /s/ J. David Chatham       *
                                      -----------------------------
                                       J. David Chatham, Director

         Date:                     By:
                                      -----------------------------
                                       William G. Davis, Director

         Date: May 14, 1999        By: /s/ James L. Doti          *
                                      -----------------------------
                                       James L. Doti, Director

         Date: May 14, 1999        By: /s/ Lewis W. Douglas, Jr.  *
                                      -----------------------------
                                       Lewis W. Douglas, Jr., Director

         Date: May 14, 1999        By: /s/ Paul B. Fay, Jr.       *
                                      -----------------------------
                                       Paul B. Fay, Jr., Director

         Date:                     By:
                                      -----------------------------
                                       Anthony R. Moiso, Director

         Date: May 14, 1999        By: /s/ Frank O'Bryan          *
                                      -----------------------------
                                       Frank O'Bryan, Director

         Date: May 14, 1999        By: /s/ Roslyn B. Payne        *
                                      -----------------------------
                                       Roslyn B. Payne, Director

         Date: May 14, 1999        By: /s/ D. Van Skilling        *
                                      -----------------------------
                                       D. Van Skilling, Director

         Date: May 14, 1999        By: /s/ Virginia Ueberroth     *
                                      -----------------------------
                                       Virginia Ueberroth, Director

         *By:/s/ Mark R Arnesen
            -----------------------------
             Mark R Arnesen
             Attorney-in-Fact



<PAGE>



                                  EXHIBIT INDEX

Exhibit
Number    Description

4.1.      Description of the Registrant's  capital stock in article Sixth of the
          Restated  Articles of  Incorporation  of The First American  Financial
          Corporation,   incorporated   by  reference  to  Exhibit  3.1  of  the
          Registrant's  Post-Effective Amendment No. 1 to Registration Statement
          on Form S-4 dated  July 28,  1998 and  Exhibit  3 of the  Registrant's
          Quarterly  Report on Form 10-Q for the fiscal  quarter ended March 31,
          1999.

4.2.      Rights  Agreement,  incorporated  by  reference  to  Exhibit  4 of the
          Registrant's  Registration  Statement  on Form 8-A dated  November  7,
          1997.

4.3.      Amended and  Restated  National  Information  Group 1986 Stock  Option
          Plan.

5.        Opinion of White & Case LLP regarding legality.

23.1.     Consent of PricewaterhouseCoopers.

23.2.     Consent of White & Case LLP (contained in Exhibit 5).

24.       Power of Attorney.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 25032}]
{"company-data": {"conformed-name": "FIRST AMERICAN FINANCIAL CORP", "cik": "0000036047", "assigned-sic": "6361", "irs-number": "951068610", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78537", "film-number": "99624266"}, "business-address": {"street1": "114 E FIFTH ST", "city": "SANTA ANA", "state": "CA", "zip": "92701-4699", "phone": "7145583211"}, "mail-address": {"street1": "114 E FIFTH STREET", "city": "SANTA ANA", "state": "CA", "zip": "92701"}, "former-company": {"former-conformed-name": "FIRST AMERICAN TITLE INSURANCE & TRUST C", "date-changed": "19690515"}}
As filed with the Securities and Exchange Commission on May 14, 1999
                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                    THE FIRST AMERICAN FINANCIAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                 California                         95-1068610
       (State or Other Jurisdiction of           (I.R.S. Employer
       Incorporation or Organization)           Identification No.)

                              114 East Fifth Street
                        Santa Ana, California 92701-4642
                    (Address of Principal Executive Offices)
                                ----------------

                 AMENDED AND RESTATED NATIONAL INFORMATION GROUP
                             1986 STOCK OPTION PLAN
                            (Full title of the plan)
                                ----------------

          Mark R Arnesen, Esq.                              (Copy to)
                Secretary                              Neil W. Rust, Esq.
The First American Financial Corporation                  White & Case
          114 East Fifth Street                       633 West Fifth Street
       Santa Ana, California 92701                Los Angeles, California 90071
             (714) 558-3211                              (213) 620-7700
      (Name, Address and Telephone
      Number of Agent For Service)
                                ----------------
CALCULATION OF REGISTRATION FEE
======================================= ======================= ==================== =================== =================
                                                                                          Proposed
                                                                     Proposed             Maximum
                                                Amount                Maximum            Aggregate          Amount Of
         Title of Securities                    To Be             Offering Price          Offering         Registration
           To Be Registered                 Registered (1)         Per Share (2)         Price (2)           Fee (3)
======================================= ======================= ==================== =================== =================
Common shares, $1.00 par value          360,930 shares              $17,782           $6,418,057         $1,784
======================================= ======================= ==================== =================== =================
(1)  This  Registration  Statement  also covers an  indeterminate  number of
         Common  shares that may be issuable  by reason of stock  splits,  stock
         dividends or similar transactions in accordance with Rule 416 under the
         Act.
    (2)  Estimated solely for the purpose of calculating the registration fee in
         accordance  with Rules  457(c) and 457(h)  under the Act,  based on the
         average of the high and low prices of the Common  stock  registered  on
         the New York Stock Exchange as of May 12, 1999.
    (3)  Computed in  accordance  with  Section  6(b) of the Act by  multiplying
         0.000278 by the proposed maximum aggregate offering price.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The  Registrant  hereby states that the documents  listed in (1), (2),
(3) and (4) below are incorporated by reference in this  Registration  Statement
and all  documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange  Act"),  prior to the filing of a  post-effective  amendment that
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this Registration  Statement and to be part hereof from the date of
filing of such documents.

          (1)  Annual Report on Form 10-K for the fiscal year ended December 31,
               1998.

          (2)  Quarterly  Report on Form 10-Q for the fiscal quarter ended March
               31, 1999.

          (3)  The  description of First  American's  Common  shares,  $1.00 par
               value, contained in its Registration Statement on Form 8-A, dated
               November 19, 1993, which registers the shares under Section 12(b)
               of the Exchange Act.

          (4)  The   description   of  Rights  to   Purchase   Series  A  Junior
               Participating  Preferred  Shares,  which may be transferred  with
               First  American's  Common shares,  contained in its  Registration
               Statement on Form 8-A,  dated November 7, 1997,  which  registers
               the rights under Section 12(b) of the Exchange Act.

Item 4.   Description of Securities.

                  Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

                  Not Applicable.

Item 6.   Indemnification of Directors and Officers.

          Subject  to  certain  limitations,   Section  317  of  the  California
Corporations  Code provides in part that a  corporation  shall have the power to
indemnify  any person who was or is a party or is  threatened to be made a party
to any proceeding (other than an action by or in the right of the corporation to
procure a judgment in its favor) by reason of the fact that the person is or was
an agent  (which term  includes  officers  and  directors)  of the  corporation,
against expenses,  judgments, fines, settlements, and other amounts actually and
reasonably  incurred in connection  with the  proceeding if that person acted in
good  faith and in a manner  the person  reasonably  believed  to be in the best
interests of the corporation and, in the case of a criminal  proceeding,  had no
reasonable cause to believe the conduct of the person was unlawful.

          The California indemnification statute set forth in Section 317 of the
California  Corporations  Code  (noted  above)  is  nonexclusive  and  allows  a
corporation  to  expand  the  scope  of  indemnification  provided,  whether  by
provisions  in its  Bylaws or by  agreement,  to the  extent  authorized  in the
corporation's articles.

          The articles of  incorporation  of the Registrant  provide that:  "The
liability of the  directors of the  Corporation  for monetary  damages  shall be
eliminated to the fullest extent  permissible  under California law." The effect
of  this  provision  is  to  exculpate  directors  from  any  liability  to  the
Registrant,  or anyone claiming on the Registrant's  behalf, for breaches of the
directors' duty of care. However,  the provision does not eliminate or limit the
liability  of a director  for actions  taken in his  capacity as an officer.  In
addition,  the provision applies only to monetary damages and is not intended to
impair the rights of parties suing on behalf of the Registrant to seek equitable
remedies (such as actions to enjoin or rescind a transaction  involving a breach
of the directors' duty of care or loyalty).

          The  Bylaws  of  the  Registrant  provide  that,  subject  to  certain
qualifications,  "(i) The corporation shall indemnify its Officers and Directors
to the fullest extent permitted by law,  including those  circumstances in which
indemnification  would  otherwise  be  discretionary;  (ii) the  corporation  is
required  to  advance  expenses  to its  Officers  and  Directors  as  incurred,
including  expenses relating to obtaining a determination that such Officers and
Directors are entitled to indemnification, provided that they undertake to repay
the amount advanced if it is ultimately determined that they are not entitled to
indemnification;  (iii) an  Officer  or  Director  may bring  suit  against  the
corporation  if a  claim  for  indemnification  is not  timely  paid;  (iv)  the
corporation may not retroactively amend this Section 1 in a way which is adverse
to its Officers and Directors;  (v) the  provisions of  subsections  (i) through
(iv) above shall apply to all past and present  Officers  and  Directors  of the
corporation."  "Officer"  includes  the  following  officers of the  Registrant:
Chairman  of  the  Board,  President,  Vice  President,   Secretary,   Assistant
Secretary,  Chief Financial  Officer,  Treasurer,  Assistant  Treasurer and such
other officers as the board shall designate from time to time. "Director" of the
Registrant  means any person  appointed  to serve on the  Registrant's  board of
directors either by its shareholders or by the remaining board members.

          Each of the Registrant's 1996 Stock Option Plan, 1997 Directors' Stock
Plan, 401(k) Savings Plan, Pension Plan,  Pension  Restoration Plan and Employee
Profit Sharing and Stock  Ownership Plan (for purposes of this  paragraph,  each
individually,  the "Plan")  provides that,  subject to certain  conditions,  the
Registrant may,  through the purchase of insurance or otherwise,  indemnify each
member of the Board (or board of directors of any affiliate), each member of the
committee  charged with  administering the Plan, and any other employees to whom
any responsibility with respect to the Plan is allocated or delegated,  from and
against any and all claims, losses, damages, and expenses,  including attorneys'
fees,  and any  liability,  including  any amounts paid in  settlement  with the
Registrant's  approval,  arising from the individual's action or failure to act,
except when the same is judicially  determined to be  attributable  to the gross
negligence or willful misconduct of such person.

          The  Registrant's  Deferred  Compensation  Plan (for  purposes of this
paragraph,  the "Plan")  provides that,  "To the extent  permitted by applicable
state law, the Company shall  indemnify and save harmless the Committee and each
member thereof,  the Board of Directors and any delegate of the Committee who is
an employee of the Company against any and all expenses, liabilities and claims,
including  legal fees to defend against such  liabilities and claims arising out
of their  discharge in good faith of  responsibilities  under or incident to the
Plan,  other than expenses and  liabilities  arising out of willful  misconduct.
This indemnity  shall not preclude such further  indemnities as may be available
under  insurance  purchased by the Company or provided by the Company  under any
bylaw,  agreement or otherwise,  as such  indemnities  are permitted under state
law."

          Each of the  Registrant's  Management  Supplemental  Benefit  Plan and
Executive  Supplemental  Benefit  Plan (for  purposes  of this  paragraph,  each
individually,  the "Plan")  provides that,  subject to certain  conditions,  the
Registrant  may,  through the purchase of insurance or otherwise,  indemnify and
hold  harmless,  to the extent  permitted  by law,  the  members of the Board of
Directors and any other employees to whom any responsibility with respect to the
administration  of the  Plan  has  been  delegated  against  any and all  costs,
expenses and liabilities  (including attorneys fees) incurred by such parties in
performing their duties and responsibilities  under the Plan, provided that such
party or parties were not guilty of willful misconduct.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  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 of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant 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 Registrant 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 of 1933 and will be governed by the final  adjudication  of such
issue.

Item 7.   Exemption from Registration Claimed.

                  Not Applicable.

Item 8.   Exhibits.

          4.1.      Description  of the  Registrant's  capital  stock in article
                    Sixth of the Restated Articles of Incorporation of The First
                    American Financial Corporation, incorporated by reference to
                    Exhibit  3.1 of the  Registrant's  Quarterly  Post-Effective
                    Amendment No. 1 to Registration  Statement on Form S-4 dated
                    July 28,  1998 and Exhibit 3 of the  Registrant's  Quarterly
                    Report on Form 10-Q for the fiscal  quarter  ended March 31,
                    1999.

          4.2.      Rights Agreement,  incorporated by reference to Exhibit 4 of
                    the  Registrant's  Registration  Statement on Form 8-A dated
                    November 7, 1997.

          4.3.      Amended and Restated  National  Information Group 1986 Stock
                    Option Plan.

          5.        Opinion of White & Case LLP regarding legality.

          23.1.     Consent of PricewaterhouseCoopers.

          23.2.     Consent of White & Case LLP (contained in Exhibit 5).

          24.       Power of Attorney.

Item 9.   Undertakings.

          A. Rule 415 Offering. The undersigned Registrant hereby undertakes:

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

          (i)       To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

          (ii)      To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  registration  statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease in the volume of  securities  offered (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was  registered)  and any  deviation  from the low and
                    high end of the  estimated  maximum  offering  range  may be
                    reflected  in  the  form  of   prospectus   filed  with  the
                    Commission pursuant to Rule 424(b) if, in the aggregate, the
                    changes  in  volume  and price  represent  no more than a 20
                    percent change in the maximum  aggregate  offering price set
                    forth in the "Calculation of Registration  Fee" table in the
                    effective registration statement.

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

provided,  however, that paragraphs (1)(i) and (1)(ii) above 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 Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) 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.  Filings   Incorporating   Subsequent  Exchange  Act  Documents  by
Reference.  The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

          C.  Securities and Exchange  Commission  Position on  Indemnification.
Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant 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 Registrant 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 Act and will be governed by the final adjudication of
such issue.
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 Santa Ana, State of California, on May 14, 1999.

                                   THE FIRST AMERICAN FINANCIAL
                                   CORPORATION

                                   By: /s/  Parker S. Kennedy
                                      -----------------------------
                                      Parker S. Kennedy, President
                                      (Principal Executive Officer)

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

         Date: May 14, 1999        By: /s/  D.P. Kennedy
                                      -----------------------------
                                      D.P. Kennedy, Chairman and Director

         Date: May 14, 1999        By: /s/ Parker S. Kennedy
                                      -----------------------------
                                      Parker S. Kennedy, President and Director

         Date: May 14, 1999        By: /s/  Thomas A. Klemens
                                      -----------------------------
                                      Thomas A. Klemens, Executive Vice
                                      President, Chief Financial Officer
                                      (Principal Financial and Accounting
                                      Officer)
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

         Date:                     By:
                                      -----------------------------
                                       George L. Argyros, Director

         Date: May 14, 1999        By: /s/ Gary J. Beban          *
                                      -----------------------------
                                       Gary J. Beban, Director

         Date: May 14, 1999        By: /s/ J. David Chatham       *
                                      -----------------------------
                                       J. David Chatham, Director

         Date:                     By:
                                      -----------------------------
                                       William G. Davis, Director

         Date: May 14, 1999        By: /s/ James L. Doti          *
                                      -----------------------------
                                       James L. Doti, Director

         Date: May 14, 1999        By: /s/ Lewis W. Douglas, Jr.  *
                                      -----------------------------
                                       Lewis W. Douglas, Jr., Director

         Date: May 14, 1999        By: /s/ Paul B. Fay, Jr.       *
                                      -----------------------------
                                       Paul B. Fay, Jr., Director

         Date:                     By:
                                      -----------------------------
                                       Anthony R. Moiso, Director

         Date: May 14, 1999        By: /s/ Frank O'Bryan          *
                                      -----------------------------
                                       Frank O'Bryan, Director

         Date: May 14, 1999        By: /s/ Roslyn B. Payne        *
                                      -----------------------------
                                       Roslyn B. Payne, Director

         Date: May 14, 1999        By: /s/ D. Van Skilling        *
                                      -----------------------------
                                       D. Van Skilling, Director

         Date: May 14, 1999        By: /s/ Virginia Ueberroth     *
                                      -----------------------------
                                       Virginia Ueberroth, Director

         *By:/s/ Mark R Arnesen
            -----------------------------
             Mark R Arnesen
             Attorney-in-Fact
EXHIBIT INDEX

Exhibit
Number    Description

4.1.      Description of the Registrant's  capital stock in article Sixth of the
          Restated  Articles of  Incorporation  of The First American  Financial
          Corporation,   incorporated   by  reference  to  Exhibit  3.1  of  the
          Registrant's  Post-Effective Amendment No. 1 to Registration Statement
          on Form S-4 dated  July 28,  1998 and  Exhibit  3 of the  Registrant's
          Quarterly  Report on Form 10-Q for the fiscal  quarter ended March 31,
          1999.

4.2.      Rights  Agreement,  incorporated  by  reference  to  Exhibit  4 of the
          Registrant's  Registration  Statement  on Form 8-A dated  November  7,
          1997.

4.3.      Amended and  Restated  National  Information  Group 1986 Stock  Option
          Plan.

5.        Opinion of White & Case LLP regarding legality.

23.1.     Consent of PricewaterhouseCoopers.

23.2.     Consent of White & Case LLP (contained in Exhibit 5).

24.       Power of Attorney.