<PAGE>   1
================================================================================

      As filed with the Securities and Exchange Commission on May 17, 1996

                                                 Registration No. 333-__________



                       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
                              HOUSTON, TEXAS 77056
                        (Address, including zip code, of
                   registrant's Principal Executive Offices)
                              --------------------
                    STEWART INFORMATION SERVICES CORPORATION
                           1996 DIRECTORS' STOCK PLAN
                            (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)
                             --------------------
                                   Copy 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 maximum     Proposed maximum
                                          Amount to be      offering price per   aggregate offering       Amount of
   Title of shares to be registered        registered            share(1)             price(1)         registration fee
- -----------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                      <C>                 <C>                    <C>
Common Stock, $1.00 par value            45,000 shares            $20.625             $928,125               $320
=======================================================================================================================
</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 sales prices of a share of
     Common Stock as reported by The New York Stock Exchange on May 15,
     1996.

<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:

         (a)  The Company's Annual Report on Form 10-K for the fiscal year
              ended December 31, 1995.
              
         (b)  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, 1995.
              
         (c)  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, 1995 and 1994, and for each of the years in the three-year period ended
December 31, 1995, 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; McGee, Haza & Co.; 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 auditors, 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 L.L.P., 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




                                     II-1
<PAGE>   3
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.

         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.

<TABLE>
       <S>       <C>
        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 to the Company's Quarterly Report on Form 10-Q for the
                quarterly period ended June 30, 1995, 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 1996 Directors' Stock Plan.
           
        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).

       25.1      Power of attorney (contained on page II-4 hereof).
</TABLE>

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)




                                                               II-2
<PAGE>   4
                 which, individually or in the aggregate, represent a
                 fundamental change in the information set forth in this
                 Registration Statement; and

                          (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 (a)(i)(A) and (a)(i)(B) 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.




                                     II-3
<PAGE>   5
                                   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 17th day of
May, 1996.

                               STEWART INFORMATION SERVICES
                               CORPORATION
                               
                               
                               
                               By              MAX CRISP
                                               Max Crisp
                               Vice President - Finance, Secretary and Treasurer

                               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.

                 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 17th day of May, 1996.


<TABLE>
<CAPTION>
                        Signature                                                   Title
                        ---------                                                   -----
                  <S>                                            <C>
                      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

                     E. DOUGLAS HODO                                               Director
                     E. Douglas Hodo
</TABLE>




                                     II-4
<PAGE>   6


<TABLE>
                     <S>                                                           <C>
                      NITA B. HANKS                                                Director
                      Nita B. Hanks

                                                                                   Director
 -----------------------------------------------------                                     
                      Paul W. Hobby                                                        
                                                                                           
                                                                                           
                                                                                   Director
 -----------------------------------------------------                                     
                      C.M. Hudspeth                                                        


                                                                                   Director
 -----------------------------------------------------
                     W. Arthur Porter
</TABLE>




                                     II-5
<PAGE>   7
                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
   Number                                                 Exhibit
   ------                                                 -------
    <S>      <C>
    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 to the Company's Quarterly Report on Form 10-Q
             for the quarterly period ended June 30, 1995, 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 1996 Directors' Stock Plan.

    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).

    25.1     Power of attorney (contained on page II-4 hereof).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "STEWART INFORMATION SERVICES CORPORATION- FORM S-8", "secsgml_size_bytes": 21732}]
{"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": "333-03981", "film-number": "96569348"}, "business-address": {"street1": "2200 W LOOP S", "street2": "STEWART TITLE BLDG", "city": "HOUSTON", "state": "TX", "zip": "77027", "phone": "7138711100"}}
1
================================================================================

      As filed with the Securities and Exchange Commission on May 17, 1996

                                                 Registration No. 333-__________

                       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
                              HOUSTON, TEXAS 77056
                        (Address, including zip code, of
                   registrant's Principal Executive Offices)
                              --------------------
                    STEWART INFORMATION SERVICES CORPORATION
                           1996 DIRECTORS' STOCK PLAN
                            (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)
                             --------------------
                                   Copy 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 maximum     Proposed maximum
                                          Amount to be      offering price per   aggregate offering       Amount of
   Title of shares to be registered        registered            share(1)             price(1)         registration fee
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value            45,000 shares            $20.625             $928,125               $320
=======================================================================================================================
(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 sales prices of a share of
     Common Stock as reported by The New York Stock Exchange on May 15,
     1996.
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:

         (a)  The Company's Annual Report on Form 10-K for the fiscal year
              ended December 31, 1995.
              
         (b)  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, 1995.
              
         (c)  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, 1995 and 1994, and for each of the years in the three-year period ended
December 31, 1995, 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; McGee, Haza & Co.; 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 auditors, 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 L.L.P., 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

                                     II-1
3
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.

         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 to the Company's Quarterly Report on Form 10-Q for the
                quarterly period ended June 30, 1995, 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 1996 Directors' Stock Plan.
           
        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).

       25.1      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)

                                                               II-2
4
                 which, individually or in the aggregate, represent a
                 fundamental change in the information set forth in this
                 Registration Statement; and

                          (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 (a)(i)(A) and (a)(i)(B) 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.

                                     II-3
5
                                   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 17th day of
May, 1996.

                               STEWART INFORMATION SERVICES
                               CORPORATION
                               
                               
                               
                               By              MAX CRISP
                                               Max Crisp
                               Vice President - Finance, Secretary and Treasurer

                               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.

                 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 17th day of May, 1996.
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

                     E. DOUGLAS HODO                                               Director
                     E. Douglas Hodo
II-4
6
NITA B. HANKS                                                Director
                      Nita B. Hanks

                                                                                   Director
 -----------------------------------------------------                                     
                      Paul W. Hobby                                                        
                                                                                           
                                                                                           
                                                                                   Director
 -----------------------------------------------------                                     
                      C.M. Hudspeth                                                        

                                                                                   Director
 -----------------------------------------------------
                     W. Arthur Porter
II-5
7
                               INDEX TO EXHIBITS
Number                                                 Exhibit
   ------                                                 -------
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 to the Company's Quarterly Report on Form 10-Q
             for the quarterly period ended June 30, 1995, 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 1996 Directors' Stock Plan.

    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).

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