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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                    FUND AMERICAN ENTERPRISES HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)
<TABLE>
         <S>                                                                                  <C>

                          DELAWARE                                                                         94-2708455
         (State or other jurisdiction of incorporation or organization)                       (I.R.S. employer identification no.)
</TABLE>

                              80 South Main Street
                       Hanover, New Hampshire  03755-2053
                                 (603) 643-1567
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)


                          SOURCE ONE MORTGAGE SERVICES
                              CORPORATION EMPLOYEE
                                STOCK OWNERSHIP
                            AND 401(K) SAVINGS PLAN
                            (Full title of the plan)

                              Michael S. Paquette
                         Vice President and Controller
                    Fund American Enterprises Holdings, Inc.
                              80 South Main Street
                       Hanover, New Hampshire  03755-2053
                                 (603) 643-1567
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
    Title of each                                
       class of                                  Proposed maximum       Proposed maximum            Amount of
   securities to be        Amount to be         offering price per         aggregate             registration fee  
    registered(1)         registered(2)              share (3)          offering price(3)                                 
    -------------         -------------         ------------------      -----------------        ----------------
   <S>                  <C>                       <C>                       <C>                     <C>
    Common Stock,         150,000 shares           $92.375               $13,856,250              $4,779.00
   $1.00 par value

</TABLE>


         (1)  Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein (the "Plan").

         (2)  Includes (i) 80,000 shares held by the Employee Stock Ownership
Plan portion of the Plan as of the date hereof, (ii) shares that may be
contributed to the ESOP portion of the Plan, or otherwise contributed as, or
acquired with, matching contributions, and (iii) shares that may be
purchased under the Plan with elective contributions and at the direction of
Plan participants.

         (3)  Pursuant to Rule 457(h)(1) under the Securities Act, the
offering price is based upon the average high and low sales prices ($92.375) of
the Common Stock as reported on the New York Stock Exchange on September 24,
1996.
<PAGE>   2

                                    PART II

                    INFORMATION REQUIRED IN THE REGISTRATION
                                   STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents heretofore filed by Fund American Enterprises
Holdings, Inc. (the "Registrant") (Commission file no. 1-8993) or the Source
One Mortgage Services Corporation Employee Stock Ownership and 401(k) Savings
Plan (the "Plan") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), hereby are incorporated in this Registration Statement by
reference: (a) Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995 (the "1995 Form 10-K"); (b) Registrant's Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1996 and June 30, 1996; (c) those
portions of Registrant's proxy statement for its Annual Meeting of Shareholders
held May 16, 1996 that have been incorporated by reference in Registrant's 1995
Form 10-K; (d) those portions of Registrant's Annual Report to Shareholders for
the year ended December 31, 1995 that have been incorporated by reference in
Registrant's 1995 Form 10-K; (e) the Plan's Annual Report on Form 11-K for the
year ended December 31, 1995; and (f) the description of Registrant's common
stock, $1.00 par value per share, included in Registrant's Registration
Statement on Form S-3 dated July 26, 1994, as amended by an amendment to said
Form S-3 dated November 7, 1994.  All documents subsequently filed by
Registrant or the Plan pursuant to Sections 13(a), 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, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The General Corporation Law ("GCL") of the State of Delaware provides
that a Delaware corporation, such as the registrant, may indemnify a director
or officer against his or her expenses and judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with any action, suit
or proceeding (other than an action by or in the right of the corporation)
involving such person by reason of the fact that such person is or was a
director or officer, concerning actions taken in good faith and in a manner
reasonably believed to be in or not opposed to the best interest of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.  The GCL also
provides that in a derivative action, a Delaware corporation may indemnify its
directors and officers against expenses actually and reasonably incurred to the
extent that such director or officer acted in good faith and in a manner such
director or officer reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made with
respect to any claim, issue or matter as to which such director or officer is
adjudged to be liable to the corporation unless and only to the extent that the
court determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such director or officer is
fairly and reasonably entitled





                                      II-1
<PAGE>   3

to indemnity for such expenses which the court deems proper.  The GCL also
generally permits the advancement of a director's or officer's expenses,
including by means of a mandatory charter or bylaw provision to that effect, in
lieu of requiring the authorization of such advancement by the Board of
Directors in specific cases.

         Article XI of Registrant's Amended and Restated By-Laws contains the
indemnification provisions that follow:

                                   ARTICLE XI

                                Indemnification

         54.     Indemnification of Directors, Officers, Agents and Employees.

         Section 1.       Right to Indemnification.  The Corporation shall to
the fullest extent permitted by applicable law as then in effect, indemnify any
person (the "Indemnitee") unless otherwise agreed to by Indemnitee, who was or
is involved in any manner (including, without limitation, as a party or a
witness) or is threatened to be made so involved in any threatened, pending or
completed investigation, claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative (including without limitation, any
action, suit or proceeding by or in the right of the Corporation to procure a
judgment in its favor) (a "Proceeding") by reason of the fact that he is or was
a director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
(including, without limitation, any employee benefit plan) against all expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such Proceeding.
Such indemnification shall be a contract right and shall include the right to
receive payment in advance of any expenses incurred by the Indemnitee in
connection with such Proceeding, consistent with the provisions of applicable
law as then in effect.

         Section 2.       Insurance, Contracts and Funding.  The Corporation
may purchase and maintain insurance to protect itself and any Indemnitee
against any expenses, judgments, fines and amounts paid in settlement as
specified in Section 1 of this Article or incurred by any Indemnitee in
connection with any Proceeding referred to in Section 1 of this Article, to the
fullest extent permitted by applicable law as then in effect. The Corporation
may enter into contracts with any director, officer, employee or agent of the
Corporation in furtherance of the provisions of this Article and may create a
trust fund, grant a security interest or use other means (including without
limitation, a letter of credit) to ensure the payment of such amounts as may be
necessary to effect indemnification as provided in this Article.

         Section 3.       Indemnification; Not Exclusive Right. The right of
indemnification provided in this Article shall not be exclusive of any other
rights to which those seeking indemnification may otherwise be entitled, and
the provisions of this Article shall inure to the benefit of the heirs and
legal representatives of any person entitled to indemnity under this Article
and shall be applicable to Proceedings commenced or continuing after the
adoption of this Article, whether arising from acts or omissions occurring
before or after such adoption.

         Section 4.       Advancement of Expenses, Procedures; Presumptions and
Effect of Certain Proceedings; Remedies. In furtherance, but not in limitation
of the foregoing provisions, the following procedures, presumptions and
remedies shall apply with respect to advancement of expenses and the right to
indemnification under this Article:





                                      II-2
<PAGE>   4

                 (a)      Advancement of Expenses.  All reasonable expenses
         incurred by or on behalf of the indemnitee in connection with any
         Proceeding shall be advanced to the Indemnitee by the Corporation
         within twenty (20) business days after the receipt by the Corporation
         of a statement or statements from the Indemnitee requesting such
         advance or advances from time to time, whether prior to or after final
         disposition of such Proceeding. Such statement or statements shall
         reasonably evidence the expenses incurred by the Indemnitee and, if
         required by law or requested by the Corporation at the time of such
         advance, shall include or be accompanied by an undertaking by or on
         behalf of the Indemnitee to repay the amounts advanced if it should
         ultimately be determined that the Indemnitee is not entitled to be
         indemnified against such expenses pursuant to this Article.

                 (b)      Procedure for Determination of Entitlement to
         Indemnification. (i) To obtain indemnification under this Article, an
         Indemnitee shall submit to the Secretary of the Corporation a written
         request, including such documentation and information as is reasonably
         available to the Indemnitee and reasonably necessary to determine
         whether and to what extent the Indemnitee is entitled to
         indemnification (the "Supporting Documentation"). The determination of
         the Indemnitee's entitlement to indemnification shall be made not
         later than 120 days after receipt by the Corporation of the written
         request for indemnification together with the Supporting
         Documentation. The Secretary of the Corporation shall, promptly upon
         receipt of such a request for indemnification, advise the Board of
         Directors or its designee in writing that the Indemnitee has requested
         indemnification.

                          (ii)    The Indemnitee's entitlement to
         indemnification under this Article shall be determined in one of the
         following ways: (A) by a majority vote of the Disinterested Directors
         (as hereinafter defined), if they constitute a quorum of the Board of
         Directors; (B) by a written opinion of Independent Counsel (as
         hereinafter defined) if (x) a Change of Control (as hereinafter
         defined) shall have occurred and the Indemnitee so requests or (y) a
         quorum of the Board of Directors consisting of Disinterested Directors
         is not obtainable or, even if obtainable, a majority of such
         Disinterested Directors so directs; (C) by the stockholders of the
         Corporation (but only if a majority of the Disinterested Directors, if
         they constitute a quorum of the Board of Directors, presents the issue
         of entitlement or indemnification to the stockholders for their
         determination); or (D) as provided in Section 4(c), below.

                          (iii)   In the event the determination of entitlement
         to indemnification is to be made by Independent Counsel pursuant to
         Section 4(b)(ii), a majority of the Disinterested Directors shall
         select the Independent Counsel, but only an Independent Counsel to
         which the Indemnitee does not reasonably object; provided, however,
         that if a Change of Control shall have occurred, the Indemnitee shall
         select such Independent Counsel, but only an Independent Counsel to
         which the Board of Directors does not reasonably object.

                 (c)      Presumption and Effect of Certain Proceedings. Except
         as otherwise expressly provided in this Article, if a Change of
         Control shall have occurred the Indemnitee shall be presumed to be
         entitled to indemnification under this Article upon submission of a
         request for indemnification together with the Supporting Documentation
         in accordance with Section 4(b)(i), thereafter the Corporation shall
         have the burden of proof to overcome that presumption in reaching a
         contrary determination. In any event, if the person or persons
         empowered under Section 4(b) to determine entitlement to





                                      II-3
<PAGE>   5

         indemnification shall not have been appointed or shall not have made a
         determination within one hundred twenty (120) days after receipt by
         the Corporation of the request, therefore together with the Supporting
         Documentation, the Indemnitee shall be deemed to be entitled to
         indemnification and the Indemnitee shall be entitled to such
         indemnification unless (A) the Indemnitee misrepresented or failed to
         disclose a material fact in making the request for indemnification or
         in the Supporting Documentation or (B) such indemnification is
         prohibited by law. The termination of any Proceeding described in
         Section 1, or of any claim, issue or matter therein, by judgement,
         order, settlement or conviction, or upon a plea of nolo contendere or
         its equivalent, shall not, of itself, adversely affect the right of
         the Indemnitee to indemnification or create a presumption that the
         Indemnitee did not act in good faith and in a manner which he
         reasonably believed to be in or not opposed to the best interests of
         the Corporation or, with respect to any criminal Proceeding, that the
         Indemnitee had reasonable cause to believe that his conduct was
         unlawful.

                 (d)      Remedies of Indemnitee.  (i) In the event that a
         determination is made pursuant to Section 4(b) that the Indemnitee is
         not entitled to indemnification under this Article, (A) the Indemnitee
         shall be entitled to seek an adjudication of his entitlement to such
         indemnification either, at the Indemnitee's sole option, in (x) an
         appropriate court of the State of Delaware or any other court of
         competent jurisdiction or (y) an arbitration to be conducted by a
         single arbitrator pursuant to the rules of the American Arbitration
         Association; (B) any such judicial proceeding or arbitration shall be
         de novo and the Indemnitee shall not be prejudiced by reason of such
         adverse determination; and (C) if a Change of Control shall have
         occurred, in any such judicial proceeding or arbitration the
         Corporation shall have the burden of proving that the Indemnitee is
         not entitled to indemnification under this Article.

                          (ii)    If a determination shall have been made or
         deemed to have been made, pursuant to Section 4(b) or (c), that the
         Indemnitee is entitled to indemnification, the Corporation shall be
         obligated to pay the amounts constituting such indemnification within
         fifteen (15) business days after such determination has been made or
         deemed to have been made and shall be conclusively bound by such
         determination unless (A) the indemnitee misrepresented or failed to
         disclose a material fact in making the request for indemnification or
         in the Supporting Documentation or (B) such indemnification is
         prohibited by law. (Subparagraph (A) and (B) are each referred to
         hereafter as a "Disqualifying Event"). In the event that (C)
         advancement of expenses is not timely made pursuant to Section 4(a) or
         (D) payment of indemnification is not made within fifteen (15)
         business days after a determination of entitlement to indemnification
         has been made or deemed to have been made pursuant to Section 4(b) or
         (c), the Indemnitee shall be entitled to seek judicial enforcement of
         the Corporation's obligation to pay to the Indemnitee such advancement
         of expenses or indemnification.  Notwithstanding the foregoing, the
         Corporation may bring an action, in an appropriate court in the State
         of Delaware or any other court of competent jurisdiction, contesting
         the right of the Indemnitee to receive indemnification hereunder due
         to the occurrence of Disqualifying Event; provided, however, that in
         any such action the Corporation shall have the burden of proving the
         occurrence of such Disqualifying Event.

                          (iii)   The Corporation shall be precluded from
         asserting in any judicial proceeding or arbitration commenced pursuant
         to this Section 4(d) that the procedures and presumptions of this
         Article are not valid, binding and enforceable and





                                      II-4
<PAGE>   6

         shall stipulate in any such court or before any such arbitrator that
         the Corporation is bound by all the provisions of this Article.

                          (iv)    In the event that the Indemnitee, pursuant to
         this Section 4(d), seeks a judicial adjudication of an award in
         arbitration to enforce his rights under, or to recover damages for
         breach of, this Article, the Indemnitee shall be entitled to recover
         from the Corporation, and shall be indemnified by the Corporation
         against, any expenses actually and reasonably incurred by him if the
         Indemnitee prevails in such judicial adjudication or arbitration. If
         it shall be determined in such judicial adjudication or arbitration
         that the Indemnitee is entitled to receive part but not all of the
         indemnification or advancement of expenses sought, the expenses
         incurred by the indemnitee in connection with such judicial
         adjudication or arbitration shall be prorated accordingly.

                 (e)      Definitions.  For purposes of this Section 4:

                                  (i)      "Change in Control" means a change
         in control of the Corporation of a nature that would be required to be
         reported in response to Item 5(f) of Schedule 14A of Regulation 14A
         promulgated under the Securities Exchange Act of 1934 (the "Act"),
         whether or not the Corporation is then subject to such reporting
         requirement; provided that, without limitation, such change in control
         shall be deemed to have occurred if (A) any "person" (as such term is
         used in Section 13(d) and 14(d) of the Act) is or becomes the
         "beneficial owner" (as defined in Rule 13d-3 under the Act), directly
         or indirectly, of securities of the Corporation representing 30% or
         more of the combined voting power of the Corporation's then
         outstanding securities without the prior approval of at least
         two-thirds (2/3) of the members of the Board of Directors in office
         immediately prior to such acquisition; (b) the Corporation is a party
         to a merger, consolidation, sale of assets or other reorganization, or
         proxy contest, as a consequence of which members of the Board of
         Directors in office immediately prior to such transaction or event
         constitute less than a majority of the Board of Directors thereafter;
         or (C) during any period of two (2) consecutive years, individuals who
         at the beginning of such period constituted the Board of Directors
         (including for this purpose any new director whose election or
         nomination for election by the Corporation's stockholders was approved
         by a vote of at least a majority of the directors then still in office
         who were directors at the beginning of such period) cease for any
         reason to constitute at least a majority of the Board of Directors.

                          (ii)    "Disinterested Director" means a director of
         the Corporation who is not or was not a party to the Proceeding in
         respect of which indemnification is sought by the Indemnitee.

                          (iii)   "Independent Counsel" means a law firm or a
         member of a law firm that neither presently is, nor in the past five
         (5) years has been, retained to represent: (i) the Corporation or the
         Indemnitee in any matter material to either such party or (ii) any
         other party to the Proceeding giving rise to a claim for
         indemnification under this Article. Notwithstanding the foregoing, the
         term "Independent Counsel" shall not include any person who, under the
         applicable standards of professional conduct then prevailing under the
         law of the State of Delaware, would have a conflict of interest in
         representing either the Corporation or the Indemnitee in an action to
         determine the Indemnitee's rights under this Article.





                                      II-5
<PAGE>   7

         Section 5.       Severability.  If any provision or provisions of this
Article shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Article (including, without limitation, all portions of any
paragraph of this Article containing any such provision held to be invalid,
illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; and (b) to
the fullest extent possible, the provisions of this Article (including, without
limitation, all portions of any paragraph of this Article containing any such
provision held to be invalid, illegal or unenforceable) shall be construed so
as to give effect to the intent manifested by the provision held invalid,
illegal or unenforceable.

         Section 102(b)(7) of the GCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provision may not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under Section 174
of the GCL (relating to liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock) or (iv) for any transaction from which the
director derived an improper personal benefit.

         Article Eleventh of Registrant's Restated Certificate of
Incorporation, as amended, implements the foregoing provision and provides as
follows:

         Eleventh: (a)      To the fullest extent that the General Corporation
         Law of the State of Delaware (as it exists on the date hereof [March
         11, 1994] or as it may hereafter be amended) permits the limitation or
         elimination of the liability of directors, no director of the
         Corporation shall be liable to the Corporation or its shareholders for
         monetary damages for breach of fiduciary duty as a director.  No
         amendment to or repeal of this Article shall apply to or have any
         effect on the liability or alleged liability of any director of the
         Corporation for or with respect to any acts or omissions of such
         director occurring prior to such amendment or repeal.

                   (b)      In addition to any requirements of law and any other
         provisions herein or in the terms of any class or series of capital
         stock having preference over the common stock of the Corporation as to
         dividends or   upon liquidation (and notwithstanding that a lesser
         percentage may be specified by law), the affirmative vote of the
         holders of seventy-five percent (75%) or more of the voting power of
         the then outstanding voting stock of the Corporation, voting together
         as a single class, shall be required to amend, alter or repeal any
         provision of this Article.

         Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or arising
on the part of the registrant out of its foregoing indemnification provisions,
subject to certain exclusions and to the policy limits.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.





                                      II-6
<PAGE>   8

ITEM 8.  EXHIBITS.

         The following exhibits are furnished with this Registration Statement:

<TABLE>
<CAPTION>
     Exhibit No.                        Description
     -----------                        -----------
     <S>                       <C>
      (4)(a)                    Amended and Restated Certificate of Incorporation of Registrant (filed as Exhibit 3(a) to
                                Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993
                                (Commission file number 1-8993) and incorporated herein by reference).

       (4)(b)                    Amended and Restated By-Laws of Registrant as amended to date (filed as Exhibit 3(b) to
                                 Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1993
                                 (Commission file number 1-8993) and incorporated herein by reference).

       (4)(c)                    Source One Mortgage Services Corporation Employee Stock Ownership and 401(k) Savings 
                                 Plan and Trust Agreement (as amended and restated effective as of October 1,
                                 1996).*

       (5)(a)                    Opinion and consent of Miller, Canfield, Paddock and Stone, P.L.C.*

       (5)(b)                    The undersigned registrant hereby undertakes that it will cause the Plan and any 
                                 amendments thereto   to be submitted to the Internal Revenue Service (the "IRS") in a
                                 timely manner and will make all changes required by the IRS in order to qualify the Plan
                                 under Section 401 of the Internal Revenue Code of 1986, as amended, or any successor
                                 thereto.

       (23)(a)                   Consent of Miller, Canfield, Paddock and Stone, P.L.C. (contained in Exhibit (5)(a)).

       (23)(b)                   Consents of Ernst & Young LLP.*

       (24)                      Powers of attorney (contained in the signature pages hereto).*

</TABLE>
_____________________________

*        Filed herewith.


ITEM 9.  UNDERTAKINGS.

         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-7
<PAGE>   9

                          (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;

                          (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 (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         by the registrant pursuant to Section 13 or Section 15(d) of the
         Securities Exchange Act of 1934 that are incorporated by reference
         into 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.

         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 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.

         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 Act and will be governed by the final adjudication of such
issue.





                                      II-8
<PAGE>   10

                                   SIGNATURES

         The Registrant.  Pursuant to the requirements of the Securities Act of
1933, 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 Hanover, State of New Hampshire, on September
25, 1996.

                                FUND AMERICAN ENTERPRISES HOLDINGS, INC.



                                By  /s/ John J. Byrne
                                   -------------------------------------
                                           John J. Byrne
                                           Chairman, President and
                                            Chief Executive Officer



         The Plan.  Pursuant to the requirements of the Securities Act of 1933,
Source One Mortgage Services Corporation Employee Stock Ownership and 401(k)
Savings Plan has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Farmington
Hills, State of Michigan, on September 27, 1996.

                                Source One Mortgage Services Corporation
                                Employee Stock Ownership and 401(k) Savings Plan


                                By: /s/ Greg Ghilardi
                                   -------------------------------------
                                        Greg Ghilardi
                                        Title:  Vice President - Human Resources
                                                Source One Mortgage Services 
                                                Corporation





                                      II-9
<PAGE>   11

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the dates indicated below.  By so signing, each of
the undersigned, in his capacity as a director or officer, or both, as the case
may be, of the registrant, does hereby appoint John J. Byrne, K. Thomas Kemp,
Allan L. Waters and Michael S.  Paquette, and each of them severally, his true
and lawful attorney to execute in his name, place and stead, in his capacity as
a director or officer, or both, as the case may be, of the registrant, any and
all amendments to this Registration Statement including post-effective
amendments thereto and all instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange Commission.
Each of said attorneys shall have full power and authority to do and perform in
the name and on behalf of each of the undersigned, in any and all capacities,
every act whatsoever requisite or necessary to be done in the premises as
fully, and for all intents and purposes, as each of the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.

<TABLE>
<CAPTION>
                         Signatures                                           Title                                 Date
                         ----------                                           -----                                 ----
 <S>      <C>                                                <C>                                       <C>
 (1)       Principal Executive Officer:
                                                             
       /s/ John J. Byrne                                     Chairman, President and Chief                                 
 ----------------------------------------------------------  Executive Officer                         September 25, 1996 
           John J. Byrne                                                                                                    
                                                                                                                           
 (2)       Principal Financial Officer and Principal                                                                        
           Accounting Officer:                                                                                              
                                                                                                                           
       /s/ Allan L. Waters                                   Senior Vice President and Chief                               
 ----------------------------------------------------------  Financial Officer                         September 25, 1996 
           Allan L. Waters                                                                                                  
                                                                                                                           
 (3)       Directors:                                                                                                       
                                                                                                                           
       /s/ John J. Byrne                                   
 ----------------------------------------------------------  Director                                  September 25, 1996 
           John J. Byrne                                                                                                    
                                                                                                                           
                                                                                                                           
                                           
 ----------------------------------------------------------  Director 
           Howard L. Clark                                                                                                  
                                                                                                                           
       /s/ Howard L. Clark, Jr.                                       
 ----------------------------------------------------------  Director                                  September 25, 1996 
           Howard L. Clark, Jr.                                                                                             
                                                                                                                           
                                                                                                                           
   
 ----------------------------------------------------------  Director 
           Robert P. Cochran                                                                                                
                                                                                                                           

 ----------------------------------------------------------  Director                                   
           George J. Gillespie III                                                                                          
                                                                                                                           
       /s/ K. Thomas Kemp
 ----------------------------------------------------------  Director                                  September 25, 1996 
           K. Thomas Kemp                                                                                                   
                                                                                                                           
                                                                                                                           
       /s/ Gordon S. Macklin
 ----------------------------------------------------------  Director                                  September 25, 1996 
           Gordon S. Macklin                                                                                                
                                                                                                                           
      /s/  Arthur Zankel
 ----------------------------------------------------------  Director                                  September 25, 1996 
           Arthur Zankel                                                              

</TABLE>


                                     II-10
<PAGE>   12

                                 EXHIBIT INDEX




<TABLE>
<CAPTION>
        Exhibit No.                                                                  Description
        -----------                                                                  -----------
         <S>                      <C>
         (4)(c)                   Source One Mortgage Services Corporation Employee Stock Ownership and 401(k) Savings Plan and 
                                  Trust Agreement (as amended and restated effective as of October 1, 1996).*

         (5)(a)                   Opinion and consent of Miller, Canfield, Paddock and Stone, P.L.C.*

         (5)(b)                   The undersigned registrant hereby undertakes that it will cause the Plan and any amendments 
                                  thereto to be submitted to the Internal Revenue Service (the "IRS") in a timely manner and will
                                  make all changes required by the IRS in order to qualify the Plan under Section 401 of the
                                  Internal Revenue Code of 1986, as amended, or any successor thereto.

         (23)(a)                  Consent of Miller, Canfield, Paddock and Stone, P.L.C. (contained in Exhibit (5)(a)).

         (23)(b)                  Consents of Ernst & Young LLP.*

         (24)                     Powers of attorney (contained in the signature pages hereto).*

</TABLE>
_____________________________

*        Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 44133}]
{"company-data": {"conformed-name": "FUND AMERICAN ENTERPRISES HOLDINGS INC", "cik": "0000776867", "assigned-sic": "6162", "irs-number": "942708455", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13027", "film-number": "96636763"}, "business-address": {"street1": "80 SOUTH MAIN STREET", "city": "HANOVER", "state": "NH", "zip": "03755", "phone": "8026493633"}, "mail-address": {"street1": "80 SOUTH MAIN STREET", "city": "HANOVER", "state": "NH", "zip": "03755"}, "former-company": [{"former-conformed-name": "FUND AMERICAN COMPANIES INC", "date-changed": "19920701"}, {"former-conformed-name": "FIREMANS FUND CORP", "date-changed": "19900211"}]}
1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                    FUND AMERICAN ENTERPRISES HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                                                         94-2708455
         (State or other jurisdiction of incorporation or organization)                       (I.R.S. employer identification no.)
80 South Main Street
                       Hanover, New Hampshire  03755-2053
                                 (603) 643-1567
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                          SOURCE ONE MORTGAGE SERVICES
                              CORPORATION EMPLOYEE
                                STOCK OWNERSHIP
                            AND 401(K) SAVINGS PLAN
                            (Full title of the plan)

                              Michael S. Paquette
                         Vice President and Controller
                    Fund American Enterprises Holdings, Inc.
                              80 South Main Street
                       Hanover, New Hampshire  03755-2053
                                 (603) 643-1567
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                        CALCULATION OF REGISTRATION FEE
Title of each                                
       class of                                  Proposed maximum       Proposed maximum            Amount of
   securities to be        Amount to be         offering price per         aggregate             registration fee  
    registered(1)         registered(2)              share (3)          offering price(3)                                 
    -------------         -------------         ------------------      -----------------        ----------------
Common Stock,         150,000 shares           $92.375               $13,856,250              $4,779.00
   $1.00 par value
(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein (the "Plan").

         (2)  Includes (i) 80,000 shares held by the Employee Stock Ownership
Plan portion of the Plan as of the date hereof, (ii) shares that may be
contributed to the ESOP portion of the Plan, or otherwise contributed as, or
acquired with, matching contributions, and (iii) shares that may be
purchased under the Plan with elective contributions and at the direction of
Plan participants.

         (3)  Pursuant to Rule 457(h)(1) under the Securities Act, the
offering price is based upon the average high and low sales prices ($92.375) of
the Common Stock as reported on the New York Stock Exchange on September 24,
1996.
2

                                    PART II

                    INFORMATION REQUIRED IN THE REGISTRATION
                                   STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents heretofore filed by Fund American Enterprises
Holdings, Inc. (the "Registrant") (Commission file no. 1-8993) or the Source
One Mortgage Services Corporation Employee Stock Ownership and 401(k) Savings
Plan (the "Plan") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), hereby are incorporated in this Registration Statement by
reference: (a) Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995 (the "1995 Form 10-K"); (b) Registrant's Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1996 and June 30, 1996; (c) those
portions of Registrant's proxy statement for its Annual Meeting of Shareholders
held May 16, 1996 that have been incorporated by reference in Registrant's 1995
Form 10-K; (d) those portions of Registrant's Annual Report to Shareholders for
the year ended December 31, 1995 that have been incorporated by reference in
Registrant's 1995 Form 10-K; (e) the Plan's Annual Report on Form 11-K for the
year ended December 31, 1995; and (f) the description of Registrant's common
stock, $1.00 par value per share, included in Registrant's Registration
Statement on Form S-3 dated July 26, 1994, as amended by an amendment to said
Form S-3 dated November 7, 1994.  All documents subsequently filed by
Registrant or the Plan pursuant to Sections 13(a), 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, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The General Corporation Law ("GCL") of the State of Delaware provides
that a Delaware corporation, such as the registrant, may indemnify a director
or officer against his or her expenses and judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with any action, suit
or proceeding (other than an action by or in the right of the corporation)
involving such person by reason of the fact that such person is or was a
director or officer, concerning actions taken in good faith and in a manner
reasonably believed to be in or not opposed to the best interest of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.  The GCL also
provides that in a derivative action, a Delaware corporation may indemnify its
directors and officers against expenses actually and reasonably incurred to the
extent that such director or officer acted in good faith and in a manner such
director or officer reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made with
respect to any claim, issue or matter as to which such director or officer is
adjudged to be liable to the corporation unless and only to the extent that the
court determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such director or officer is
fairly and reasonably entitled

                                      II-1
3

to indemnity for such expenses which the court deems proper.  The GCL also
generally permits the advancement of a director's or officer's expenses,
including by means of a mandatory charter or bylaw provision to that effect, in
lieu of requiring the authorization of such advancement by the Board of
Directors in specific cases.

         Article XI of Registrant's Amended and Restated By-Laws contains the
indemnification provisions that follow:

                                   ARTICLE XI

                                Indemnification

         54.     Indemnification of Directors, Officers, Agents and Employees.

         Section 1.       Right to Indemnification.  The Corporation shall to
the fullest extent permitted by applicable law as then in effect, indemnify any
person (the "Indemnitee") unless otherwise agreed to by Indemnitee, who was or
is involved in any manner (including, without limitation, as a party or a
witness) or is threatened to be made so involved in any threatened, pending or
completed investigation, claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative (including without limitation, any
action, suit or proceeding by or in the right of the Corporation to procure a
judgment in its favor) (a "Proceeding") by reason of the fact that he is or was
a director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
(including, without limitation, any employee benefit plan) against all expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such Proceeding.
Such indemnification shall be a contract right and shall include the right to
receive payment in advance of any expenses incurred by the Indemnitee in
connection with such Proceeding, consistent with the provisions of applicable
law as then in effect.

         Section 2.       Insurance, Contracts and Funding.  The Corporation
may purchase and maintain insurance to protect itself and any Indemnitee
against any expenses, judgments, fines and amounts paid in settlement as
specified in Section 1 of this Article or incurred by any Indemnitee in
connection with any Proceeding referred to in Section 1 of this Article, to the
fullest extent permitted by applicable law as then in effect. The Corporation
may enter into contracts with any director, officer, employee or agent of the
Corporation in furtherance of the provisions of this Article and may create a
trust fund, grant a security interest or use other means (including without
limitation, a letter of credit) to ensure the payment of such amounts as may be
necessary to effect indemnification as provided in this Article.

         Section 3.       Indemnification; Not Exclusive Right. The right of
indemnification provided in this Article shall not be exclusive of any other
rights to which those seeking indemnification may otherwise be entitled, and
the provisions of this Article shall inure to the benefit of the heirs and
legal representatives of any person entitled to indemnity under this Article
and shall be applicable to Proceedings commenced or continuing after the
adoption of this Article, whether arising from acts or omissions occurring
before or after such adoption.

         Section 4.       Advancement of Expenses, Procedures; Presumptions and
Effect of Certain Proceedings; Remedies. In furtherance, but not in limitation
of the foregoing provisions, the following procedures, presumptions and
remedies shall apply with respect to advancement of expenses and the right to
indemnification under this Article:

                                      II-2
4

                 (a)      Advancement of Expenses.  All reasonable expenses
         incurred by or on behalf of the indemnitee in connection with any
         Proceeding shall be advanced to the Indemnitee by the Corporation
         within twenty (20) business days after the receipt by the Corporation
         of a statement or statements from the Indemnitee requesting such
         advance or advances from time to time, whether prior to or after final
         disposition of such Proceeding. Such statement or statements shall
         reasonably evidence the expenses incurred by the Indemnitee and, if
         required by law or requested by the Corporation at the time of such
         advance, shall include or be accompanied by an undertaking by or on
         behalf of the Indemnitee to repay the amounts advanced if it should
         ultimately be determined that the Indemnitee is not entitled to be
         indemnified against such expenses pursuant to this Article.

                 (b)      Procedure for Determination of Entitlement to
         Indemnification. (i) To obtain indemnification under this Article, an
         Indemnitee shall submit to the Secretary of the Corporation a written
         request, including such documentation and information as is reasonably
         available to the Indemnitee and reasonably necessary to determine
         whether and to what extent the Indemnitee is entitled to
         indemnification (the "Supporting Documentation"). The determination of
         the Indemnitee's entitlement to indemnification shall be made not
         later than 120 days after receipt by the Corporation of the written
         request for indemnification together with the Supporting
         Documentation. The Secretary of the Corporation shall, promptly upon
         receipt of such a request for indemnification, advise the Board of
         Directors or its designee in writing that the Indemnitee has requested
         indemnification.

                          (ii)    The Indemnitee's entitlement to
         indemnification under this Article shall be determined in one of the
         following ways: (A) by a majority vote of the Disinterested Directors
         (as hereinafter defined), if they constitute a quorum of the Board of
         Directors; (B) by a written opinion of Independent Counsel (as
         hereinafter defined) if (x) a Change of Control (as hereinafter
         defined) shall have occurred and the Indemnitee so requests or (y) a
         quorum of the Board of Directors consisting of Disinterested Directors
         is not obtainable or, even if obtainable, a majority of such
         Disinterested Directors so directs; (C) by the stockholders of the
         Corporation (but only if a majority of the Disinterested Directors, if
         they constitute a quorum of the Board of Directors, presents the issue
         of entitlement or indemnification to the stockholders for their
         determination); or (D) as provided in Section 4(c), below.

                          (iii)   In the event the determination of entitlement
         to indemnification is to be made by Independent Counsel pursuant to
         Section 4(b)(ii), a majority of the Disinterested Directors shall
         select the Independent Counsel, but only an Independent Counsel to
         which the Indemnitee does not reasonably object; provided, however,
         that if a Change of Control shall have occurred, the Indemnitee shall
         select such Independent Counsel, but only an Independent Counsel to
         which the Board of Directors does not reasonably object.

                 (c)      Presumption and Effect of Certain Proceedings. Except
         as otherwise expressly provided in this Article, if a Change of
         Control shall have occurred the Indemnitee shall be presumed to be
         entitled to indemnification under this Article upon submission of a
         request for indemnification together with the Supporting Documentation
         in accordance with Section 4(b)(i), thereafter the Corporation shall
         have the burden of proof to overcome that presumption in reaching a
         contrary determination. In any event, if the person or persons
         empowered under Section 4(b) to determine entitlement to

                                      II-3
5

         indemnification shall not have been appointed or shall not have made a
         determination within one hundred twenty (120) days after receipt by
         the Corporation of the request, therefore together with the Supporting
         Documentation, the Indemnitee shall be deemed to be entitled to
         indemnification and the Indemnitee shall be entitled to such
         indemnification unless (A) the Indemnitee misrepresented or failed to
         disclose a material fact in making the request for indemnification or
         in the Supporting Documentation or (B) such indemnification is
         prohibited by law. The termination of any Proceeding described in
         Section 1, or of any claim, issue or matter therein, by judgement,
         order, settlement or conviction, or upon a plea of nolo contendere or
         its equivalent, shall not, of itself, adversely affect the right of
         the Indemnitee to indemnification or create a presumption that the
         Indemnitee did not act in good faith and in a manner which he
         reasonably believed to be in or not opposed to the best interests of
         the Corporation or, with respect to any criminal Proceeding, that the
         Indemnitee had reasonable cause to believe that his conduct was
         unlawful.

                 (d)      Remedies of Indemnitee.  (i) In the event that a
         determination is made pursuant to Section 4(b) that the Indemnitee is
         not entitled to indemnification under this Article, (A) the Indemnitee
         shall be entitled to seek an adjudication of his entitlement to such
         indemnification either, at the Indemnitee's sole option, in (x) an
         appropriate court of the State of Delaware or any other court of
         competent jurisdiction or (y) an arbitration to be conducted by a
         single arbitrator pursuant to the rules of the American Arbitration
         Association; (B) any such judicial proceeding or arbitration shall be
         de novo and the Indemnitee shall not be prejudiced by reason of such
         adverse determination; and (C) if a Change of Control shall have
         occurred, in any such judicial proceeding or arbitration the
         Corporation shall have the burden of proving that the Indemnitee is
         not entitled to indemnification under this Article.

                          (ii)    If a determination shall have been made or
         deemed to have been made, pursuant to Section 4(b) or (c), that the
         Indemnitee is entitled to indemnification, the Corporation shall be
         obligated to pay the amounts constituting such indemnification within
         fifteen (15) business days after such determination has been made or
         deemed to have been made and shall be conclusively bound by such
         determination unless (A) the indemnitee misrepresented or failed to
         disclose a material fact in making the request for indemnification or
         in the Supporting Documentation or (B) such indemnification is
         prohibited by law. (Subparagraph (A) and (B) are each referred to
         hereafter as a "Disqualifying Event"). In the event that (C)
         advancement of expenses is not timely made pursuant to Section 4(a) or
         (D) payment of indemnification is not made within fifteen (15)
         business days after a determination of entitlement to indemnification
         has been made or deemed to have been made pursuant to Section 4(b) or
         (c), the Indemnitee shall be entitled to seek judicial enforcement of
         the Corporation's obligation to pay to the Indemnitee such advancement
         of expenses or indemnification.  Notwithstanding the foregoing, the
         Corporation may bring an action, in an appropriate court in the State
         of Delaware or any other court of competent jurisdiction, contesting
         the right of the Indemnitee to receive indemnification hereunder due
         to the occurrence of Disqualifying Event; provided, however, that in
         any such action the Corporation shall have the burden of proving the
         occurrence of such Disqualifying Event.

                          (iii)   The Corporation shall be precluded from
         asserting in any judicial proceeding or arbitration commenced pursuant
         to this Section 4(d) that the procedures and presumptions of this
         Article are not valid, binding and enforceable and

                                      II-4
6

         shall stipulate in any such court or before any such arbitrator that
         the Corporation is bound by all the provisions of this Article.

                          (iv)    In the event that the Indemnitee, pursuant to
         this Section 4(d), seeks a judicial adjudication of an award in
         arbitration to enforce his rights under, or to recover damages for
         breach of, this Article, the Indemnitee shall be entitled to recover
         from the Corporation, and shall be indemnified by the Corporation
         against, any expenses actually and reasonably incurred by him if the
         Indemnitee prevails in such judicial adjudication or arbitration. If
         it shall be determined in such judicial adjudication or arbitration
         that the Indemnitee is entitled to receive part but not all of the
         indemnification or advancement of expenses sought, the expenses
         incurred by the indemnitee in connection with such judicial
         adjudication or arbitration shall be prorated accordingly.

                 (e)      Definitions.  For purposes of this Section 4:

                                  (i)      "Change in Control" means a change
         in control of the Corporation of a nature that would be required to be
         reported in response to Item 5(f) of Schedule 14A of Regulation 14A
         promulgated under the Securities Exchange Act of 1934 (the "Act"),
         whether or not the Corporation is then subject to such reporting
         requirement; provided that, without limitation, such change in control
         shall be deemed to have occurred if (A) any "person" (as such term is
         used in Section 13(d) and 14(d) of the Act) is or becomes the
         "beneficial owner" (as defined in Rule 13d-3 under the Act), directly
         or indirectly, of securities of the Corporation representing 30% or
         more of the combined voting power of the Corporation's then
         outstanding securities without the prior approval of at least
         two-thirds (2/3) of the members of the Board of Directors in office
         immediately prior to such acquisition; (b) the Corporation is a party
         to a merger, consolidation, sale of assets or other reorganization, or
         proxy contest, as a consequence of which members of the Board of
         Directors in office immediately prior to such transaction or event
         constitute less than a majority of the Board of Directors thereafter;
         or (C) during any period of two (2) consecutive years, individuals who
         at the beginning of such period constituted the Board of Directors
         (including for this purpose any new director whose election or
         nomination for election by the Corporation's stockholders was approved
         by a vote of at least a majority of the directors then still in office
         who were directors at the beginning of such period) cease for any
         reason to constitute at least a majority of the Board of Directors.

                          (ii)    "Disinterested Director" means a director of
         the Corporation who is not or was not a party to the Proceeding in
         respect of which indemnification is sought by the Indemnitee.

                          (iii)   "Independent Counsel" means a law firm or a
         member of a law firm that neither presently is, nor in the past five
         (5) years has been, retained to represent: (i) the Corporation or the
         Indemnitee in any matter material to either such party or (ii) any
         other party to the Proceeding giving rise to a claim for
         indemnification under this Article. Notwithstanding the foregoing, the
         term "Independent Counsel" shall not include any person who, under the
         applicable standards of professional conduct then prevailing under the
         law of the State of Delaware, would have a conflict of interest in
         representing either the Corporation or the Indemnitee in an action to
         determine the Indemnitee's rights under this Article.

                                      II-5
7

         Section 5.       Severability.  If any provision or provisions of this
Article shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Article (including, without limitation, all portions of any
paragraph of this Article containing any such provision held to be invalid,
illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; and (b) to
the fullest extent possible, the provisions of this Article (including, without
limitation, all portions of any paragraph of this Article containing any such
provision held to be invalid, illegal or unenforceable) shall be construed so
as to give effect to the intent manifested by the provision held invalid,
illegal or unenforceable.

         Section 102(b)(7) of the GCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provision may not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under Section 174
of the GCL (relating to liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock) or (iv) for any transaction from which the
director derived an improper personal benefit.

         Article Eleventh of Registrant's Restated Certificate of
Incorporation, as amended, implements the foregoing provision and provides as
follows:

         Eleventh: (a)      To the fullest extent that the General Corporation
         Law of the State of Delaware (as it exists on the date hereof [March
         11, 1994] or as it may hereafter be amended) permits the limitation or
         elimination of the liability of directors, no director of the
         Corporation shall be liable to the Corporation or its shareholders for
         monetary damages for breach of fiduciary duty as a director.  No
         amendment to or repeal of this Article shall apply to or have any
         effect on the liability or alleged liability of any director of the
         Corporation for or with respect to any acts or omissions of such
         director occurring prior to such amendment or repeal.

                   (b)      In addition to any requirements of law and any other
         provisions herein or in the terms of any class or series of capital
         stock having preference over the common stock of the Corporation as to
         dividends or   upon liquidation (and notwithstanding that a lesser
         percentage may be specified by law), the affirmative vote of the
         holders of seventy-five percent (75%) or more of the voting power of
         the then outstanding voting stock of the Corporation, voting together
         as a single class, shall be required to amend, alter or repeal any
         provision of this Article.

         Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or arising
on the part of the registrant out of its foregoing indemnification provisions,
subject to certain exclusions and to the policy limits.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      II-6
8

ITEM 8.  EXHIBITS.

         The following exhibits are furnished with this Registration Statement:
Exhibit No.                        Description
     -----------                        -----------
(4)(a)                    Amended and Restated Certificate of Incorporation of Registrant (filed as Exhibit 3(a) to
                                Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993
                                (Commission file number 1-8993) and incorporated herein by reference).

       (4)(b)                    Amended and Restated By-Laws of Registrant as amended to date (filed as Exhibit 3(b) to
                                 Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1993
                                 (Commission file number 1-8993) and incorporated herein by reference).

       (4)(c)                    Source One Mortgage Services Corporation Employee Stock Ownership and 401(k) Savings 
                                 Plan and Trust Agreement (as amended and restated effective as of October 1,
                                 1996).*

       (5)(a)                    Opinion and consent of Miller, Canfield, Paddock and Stone, P.L.C.*

       (5)(b)                    The undersigned registrant hereby undertakes that it will cause the Plan and any 
                                 amendments thereto   to be submitted to the Internal Revenue Service (the "IRS") in a
                                 timely manner and will make all changes required by the IRS in order to qualify the Plan
                                 under Section 401 of the Internal Revenue Code of 1986, as amended, or any successor
                                 thereto.

       (23)(a)                   Consent of Miller, Canfield, Paddock and Stone, P.L.C. (contained in Exhibit (5)(a)).

       (23)(b)                   Consents of Ernst & Young LLP.*

       (24)                      Powers of attorney (contained in the signature pages hereto).*
_____________________________

*        Filed herewith.

ITEM 9.  UNDERTAKINGS.

         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-7
9

                          (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;

                          (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 (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         by the registrant pursuant to Section 13 or Section 15(d) of the
         Securities Exchange Act of 1934 that are incorporated by reference
         into 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.

         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 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.

         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 Act and will be governed by the final adjudication of such
issue.

                                      II-8
10

                                   SIGNATURES

         The Registrant.  Pursuant to the requirements of the Securities Act of
1933, 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 Hanover, State of New Hampshire, on September
25, 1996.

                                FUND AMERICAN ENTERPRISES HOLDINGS, INC.

                                By  /s/ John J. Byrne
                                   -------------------------------------
                                           John J. Byrne
                                           Chairman, President and
                                            Chief Executive Officer

         The Plan.  Pursuant to the requirements of the Securities Act of 1933,
Source One Mortgage Services Corporation Employee Stock Ownership and 401(k)
Savings Plan has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Farmington
Hills, State of Michigan, on September 27, 1996.

                                Source One Mortgage Services Corporation
                                Employee Stock Ownership and 401(k) Savings Plan

                                By: /s/ Greg Ghilardi
                                   -------------------------------------
                                        Greg Ghilardi
                                        Title:  Vice President - Human Resources
                                                Source One Mortgage Services 
                                                Corporation

                                      II-9
11

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the dates indicated below.  By so signing, each of
the undersigned, in his capacity as a director or officer, or both, as the case
may be, of the registrant, does hereby appoint John J. Byrne, K. Thomas Kemp,
Allan L. Waters and Michael S.  Paquette, and each of them severally, his true
and lawful attorney to execute in his name, place and stead, in his capacity as
a director or officer, or both, as the case may be, of the registrant, any and
all amendments to this Registration Statement including post-effective
amendments thereto and all instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange Commission.
Each of said attorneys shall have full power and authority to do and perform in
the name and on behalf of each of the undersigned, in any and all capacities,
every act whatsoever requisite or necessary to be done in the premises as
fully, and for all intents and purposes, as each of the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
Signatures                                           Title                                 Date
                         ----------                                           -----                                 ----
(1)       Principal Executive Officer:
                                                             
       /s/ John J. Byrne                                     Chairman, President and Chief                                 
 ----------------------------------------------------------  Executive Officer                         September 25, 1996 
           John J. Byrne                                                                                                    
                                                                                                                           
 (2)       Principal Financial Officer and Principal                                                                        
           Accounting Officer:                                                                                              
                                                                                                                           
       /s/ Allan L. Waters                                   Senior Vice President and Chief                               
 ----------------------------------------------------------  Financial Officer                         September 25, 1996 
           Allan L. Waters                                                                                                  
                                                                                                                           
 (3)       Directors:                                                                                                       
                                                                                                                           
       /s/ John J. Byrne                                   
 ----------------------------------------------------------  Director                                  September 25, 1996 
           John J. Byrne                                                                                                    
                                                                                                                           
                                                                                                                           
                                           
 ----------------------------------------------------------  Director 
           Howard L. Clark                                                                                                  
                                                                                                                           
       /s/ Howard L. Clark, Jr.                                       
 ----------------------------------------------------------  Director                                  September 25, 1996 
           Howard L. Clark, Jr.                                                                                             
                                                                                                                           
                                                                                                                           
   
 ----------------------------------------------------------  Director 
           Robert P. Cochran                                                                                                
                                                                                                                           

 ----------------------------------------------------------  Director                                   
           George J. Gillespie III                                                                                          
                                                                                                                           
       /s/ K. Thomas Kemp
 ----------------------------------------------------------  Director                                  September 25, 1996 
           K. Thomas Kemp                                                                                                   
                                                                                                                           
                                                                                                                           
       /s/ Gordon S. Macklin
 ----------------------------------------------------------  Director                                  September 25, 1996 
           Gordon S. Macklin                                                                                                
                                                                                                                           
      /s/  Arthur Zankel
 ----------------------------------------------------------  Director                                  September 25, 1996 
           Arthur Zankel
II-10
12

                                 EXHIBIT INDEX
Exhibit No.                                                                  Description
        -----------                                                                  -----------
(4)(c)                   Source One Mortgage Services Corporation Employee Stock Ownership and 401(k) Savings Plan and 
                                  Trust Agreement (as amended and restated effective as of October 1, 1996).*

         (5)(a)                   Opinion and consent of Miller, Canfield, Paddock and Stone, P.L.C.*

         (5)(b)                   The undersigned registrant hereby undertakes that it will cause the Plan and any amendments 
                                  thereto to be submitted to the Internal Revenue Service (the "IRS") in a timely manner and will
                                  make all changes required by the IRS in order to qualify the Plan under Section 401 of the
                                  Internal Revenue Code of 1986, as amended, or any successor thereto.

         (23)(a)                  Consent of Miller, Canfield, Paddock and Stone, P.L.C. (contained in Exhibit (5)(a)).

         (23)(b)                  Consents of Ernst & Young LLP.*

         (24)                     Powers of attorney (contained in the signature pages hereto).*
_____________________________

*        Filed herewith.