<PAGE>   1

  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 1995

                                                  Registration No. 33-__________
================================================================================

                       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
     incorporation or organization)                    Identification Number)

                            1980 Post Oak Boulevard
                             Houston, Texas  77056
              (Address of Principal Executive Offices) (Zip Code)

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

         STEWART TITLE GUARANTY COMPANY SALARY DEFERRAL PLAN AND TRUST
                            (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:
                CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN
                          Attention:  Stephen M. Mason
                         1200 Smith Street, Suite 1400
                             Houston, Texas  77002          

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

<TABLE>
<CAPTION>
==============================================================================================================
                 Title of         Amount to be     Proposed Maximum     Proposed Maximum       Amount of
             Securities to be    Registered(1)    Offering Price per   Aggregate Offering     Registration
                Registered                             Share(2)             Price(2)             Fee(2)
--------------------------------------------------------------------------------------------------------------
              <S>                  <C>                 <C>                 <C>                  <C>
               Common Stock,       249,825             $18.88              $4,716,696           $1,626.45
              $1.00 par value      shares
                 per share
</TABLE>

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

(2)      The proposed maximum offering price is estimated pursuant to 
         Rule 457(h) solely for the purpose of calculating the registration 
         fee and is based upon the average of the high and low sales prices of a
         share of the Registrant's Common Stock on September 8, 1995 as 
         reported on the New York Stock Exchange.
<PAGE>   2
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The information specified by Item 1 of Part I of Form S-8 is omitted
from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933, as amended, and the introductory note to Part I of Form
S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The information specified by Item 2 of Part I of Form S-8 is omitted
from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933, as amended, and the introductory note to Part I of Form
S-8.





                                      I-1
<PAGE>   3
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents set forth below are hereby incorporated by reference in
this Registration Statement.  All documents subsequently filed by Stewart
Information Services Corporation, a Delaware corporation (the "Company") and
the Stewart Title Guaranty Company Salary Deferral Plan and Trust (the "Plan")
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment that indicates that the securities offered hereby have
been sold or which deregisters the securities offered hereby then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof commencing on the respective dates on which
such documents are filed.

                 (1)      The Company's Annual Report on Form 10-K for the
         fiscal year ended December 31, 1994.

                 (2)      All other reports filed by the Company or the Plan
         pursuant to Section 13(a) or 15(d) of the Exchange Act since the end
         of the fiscal year covered by the Annual Report referred to in (1)
         above.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The financial statements and schedules of the Company as of December
31, 1994 and 1993, and for each of the years in the three-year period ended
December 31, 1994, incorporated by reference in this Registration Statement
have been so incorporated in reliance upon the reports of the following:  KPMG
Peat Marwick LLP; Price Waterhouse LLP; Perry-Smith & Co.; Ernst & Young LLP;
Doshier, Pickens & Francis, P.C.; Jim S. Walker; Denton Wolter & Company, P.C.;
Fancher & Company; M. Timothy O'Roark; Grant Bennett Accountants; McGee, Haza &
Co.; Aaronson, White & Company; Edgar, Kiker & Cross, L.L.P.; and Ginny Sanders
May, independent certified public accountants, incorporated by reference
herein, and given on the authority of said firms as experts in accounting and
auditing.  The validity of the issuance of interests in the Plan registered
hereby will be passed on by Chamberlain, Hrdlicka, White, Williams & Martin,
counsel to the Company.





                                      II-1
<PAGE>   4
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

         Section 145 of the General Corporation Law of the State of Delaware
empowers the Company to, and the Bylaws 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





                                      II-2
<PAGE>   5
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 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
Exhibit No.      Description
-----------      -----------
        <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     Bylaws of the Company, as amended.

         4.3     The Stewart Title Guaranty Company Salary Deferral Plan and Trust, the Fifth Amendment and Restatement
                 thereof.

         4.4     Sixth Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         4.5     Seventh Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         4.6     Eighth Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         4.7     Ninth Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         4.8     Tenth Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         4.9     Eleventh Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

        4.10     Twelfth Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         5.1     Opinion of Messrs. Chamberlain, Hrdlicka, White, Williams & Martin regarding the legality of the
                 securities being registered.

        23.1     Consents of independent accountants.

</TABLE>




                                      II-3
<PAGE>   6
<TABLE>
        <S>      <C>
        23.2     Consent of Counsel, Chamberlain, Hrdlicka, White, Williams & Martin, is set forth in the opinion
                 included in the Registration Statement as Exhibit 5.

        24.1     Power of Attorney (contained on page II-6 hereof).
</TABLE>

ITEM 9.  UNDERTAKINGS.

         (a)     The Company 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 (the "Act");

                               (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.

                 (2)      That, for the purpose of determining any liability
                          under the Act, 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.

                 (4)      That, for purposes of determining any liability under
                          the Act, each filing of the Company's annual report
                          pursuant to Section 13(a) or Section 15(d) of the
                          Securities Exchange Act of 1934 (the "Exchange Act")
                          and each filing of the Plan's Annual Report pursuant
                          to Section 15(d) of the Exchange Act 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.





                                      II-4
<PAGE>   7
                 (5)      Insofar as indemnification for liabilities arising
                          under the 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 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 Act and will be governed by the
                          final adjudication of such issue.

                 (6)      The Company hereby undertakes that it will submit or
                          has submitted the Plan and any amendments thereto to
                          the Internal Revenue Service (the "IRS") in a timely
                          manner and has made or will make all changes required
                          by the IRS in order to qualify the Plan under Section
                          401(a) of the Internal Revenue Code.





                                      II-5
<PAGE>   8
                                   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, and State of Texas, as of the 11th day
of September, 1995.

                                          STEWART INFORMATION SERVICES
                                                 CORPORATION

                                          By: /s/ 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 legally do or cause to be done by virtue thereof.

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

<TABLE>
<CAPTION>
         Signature                         Title                                                Date
         ---------                         -----                                                ----
<S>                               <C>                                                         <C>
/s/ CARLOSS MORRIS                Co-chief executive officer                                  September 11, 1995
CARLOSS MORRIS                    and Director (principal
                                  executive officer)

/s/ STEWART MORRIS                Co-chief executive officer                                  September 11, 1995
STEWART MORRIS                    and Director (principal
                                  executive officer)

/s/ C. M. HUDSPETH                Director                                                    September 11, 1995
C. M. HUDSPETH
</TABLE>





                                      II-6
<PAGE>   9



<TABLE>
<S>                               <C>                                                         <C>
/s/ NITA B. HANKS                 Director                                                    September 11, 1995
NITA B. HANKS



/s/ MAX CRISP                     Vice President - Finance,                                   September 11, 1995
MAX CRISP                         Secretary, Treasurer and
                                  Director (principal financial
                                  and accounting officer)
</TABLE>


         Pursuant to the requirements of the Securities Act of 1933, the
trustee (or other persons who administer the Plan) have duly caused the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Houston, State of Texas, on September 11,
1995.

                                          TRUSTEE OF STEWART TITLE
                                          GUARANTY COMPANY
                                          SALARY DEFERRAL PLAN AND TRUST

                                          First Interstate Bank of Texas,
                                          N.A., Trustee



                                          By: /s/ JOHN J. KELLEY
                                          Name:  Vice President & Trust Officer
                                          Title: John J. Kelley





                                      II-7
<PAGE>   10
                              INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.      Description
-----------      -----------
        <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     Bylaws of the Company, as amended.

         4.3     The Stewart Title Guaranty Company Salary Deferral Plan and Trust, the Fifth Amendment and Restatement
                 thereof.

         4.4     Sixth Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         4.5     Seventh Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         4.6     Eighth Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         4.7     Ninth Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         4.8     Tenth Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         4.9     Eleventh Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

        4.10     Twelfth Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         5.1     Opinion of Messrs. Chamberlain, Hrdlicka, White, Williams & Martin regarding the legality of the
                 securities being registered.

        23.1     Consents of independent accountants.

</TABLE>

<PAGE>   11

<TABLE>
        <S>      <C>
        23.2     Consent of Counsel, Chamberlain, Hrdlicka, White, Williams & Martin, is set forth in the opinion
                 included in the Registration Statement as Exhibit 5.

        24.1     Power of Attorney (contained on page II-6 hereof).
</TABLE>
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{"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": "033-62535", "film-number": "95572720"}, "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 SEPTEMBER 11, 1995

                                                  Registration No. 33-__________
================================================================================

                       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
     incorporation or organization)                    Identification Number)

                            1980 Post Oak Boulevard
                             Houston, Texas  77056
              (Address of Principal Executive Offices) (Zip Code)

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

         STEWART TITLE GUARANTY COMPANY SALARY DEFERRAL PLAN AND TRUST
                            (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:
                CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN
                          Attention:  Stephen M. Mason
                         1200 Smith Street, Suite 1400
                             Houston, Texas  77002          

                        ----------------------------
==============================================================================================================
                 Title of         Amount to be     Proposed Maximum     Proposed Maximum       Amount of
             Securities to be    Registered(1)    Offering Price per   Aggregate Offering     Registration
                Registered                             Share(2)             Price(2)             Fee(2)
--------------------------------------------------------------------------------------------------------------
Common Stock,       249,825             $18.88              $4,716,696           $1,626.45
              $1.00 par value      shares
                 per share
(1)      Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein.

(2)      The proposed maximum offering price is estimated pursuant to 
         Rule 457(h) solely for the purpose of calculating the registration 
         fee and is based upon the average of the high and low sales prices of a
         share of the Registrant's Common Stock on September 8, 1995 as 
         reported on the New York Stock Exchange.
2
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The information specified by Item 1 of Part I of Form S-8 is omitted
from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933, as amended, and the introductory note to Part I of Form
S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The information specified by Item 2 of Part I of Form S-8 is omitted
from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933, as amended, and the introductory note to Part I of Form
S-8.

                                      I-1
3
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents set forth below are hereby incorporated by reference in
this Registration Statement.  All documents subsequently filed by Stewart
Information Services Corporation, a Delaware corporation (the "Company") and
the Stewart Title Guaranty Company Salary Deferral Plan and Trust (the "Plan")
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment that indicates that the securities offered hereby have
been sold or which deregisters the securities offered hereby then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof commencing on the respective dates on which
such documents are filed.

                 (1)      The Company's Annual Report on Form 10-K for the
         fiscal year ended December 31, 1994.

                 (2)      All other reports filed by the Company or the Plan
         pursuant to Section 13(a) or 15(d) of the Exchange Act since the end
         of the fiscal year covered by the Annual Report referred to in (1)
         above.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The financial statements and schedules of the Company as of December
31, 1994 and 1993, and for each of the years in the three-year period ended
December 31, 1994, incorporated by reference in this Registration Statement
have been so incorporated in reliance upon the reports of the following:  KPMG
Peat Marwick LLP; Price Waterhouse LLP; Perry-Smith & Co.; Ernst & Young LLP;
Doshier, Pickens & Francis, P.C.; Jim S. Walker; Denton Wolter & Company, P.C.;
Fancher & Company; M. Timothy O'Roark; Grant Bennett Accountants; McGee, Haza &
Co.; Aaronson, White & Company; Edgar, Kiker & Cross, L.L.P.; and Ginny Sanders
May, independent certified public accountants, incorporated by reference
herein, and given on the authority of said firms as experts in accounting and
auditing.  The validity of the issuance of interests in the Plan registered
hereby will be passed on by Chamberlain, Hrdlicka, White, Williams & Martin,
counsel to the Company.

                                      II-1
4
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

         Section 145 of the General Corporation Law of the State of Delaware
empowers the Company to, and the Bylaws 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

                                      II-2
5
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 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.
Exhibit No.      Description
-----------      -----------
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     Bylaws of the Company, as amended.

         4.3     The Stewart Title Guaranty Company Salary Deferral Plan and Trust, the Fifth Amendment and Restatement
                 thereof.

         4.4     Sixth Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         4.5     Seventh Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         4.6     Eighth Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         4.7     Ninth Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         4.8     Tenth Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         4.9     Eleventh Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

        4.10     Twelfth Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         5.1     Opinion of Messrs. Chamberlain, Hrdlicka, White, Williams & Martin regarding the legality of the
                 securities being registered.

        23.1     Consents of independent accountants.
II-3
6
23.2     Consent of Counsel, Chamberlain, Hrdlicka, White, Williams & Martin, is set forth in the opinion
                 included in the Registration Statement as Exhibit 5.

        24.1     Power of Attorney (contained on page II-6 hereof).
ITEM 9.  UNDERTAKINGS.

         (a)     The Company 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 (the "Act");

                               (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.

                 (2)      That, for the purpose of determining any liability
                          under the Act, 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.

                 (4)      That, for purposes of determining any liability under
                          the Act, each filing of the Company's annual report
                          pursuant to Section 13(a) or Section 15(d) of the
                          Securities Exchange Act of 1934 (the "Exchange Act")
                          and each filing of the Plan's Annual Report pursuant
                          to Section 15(d) of the Exchange Act 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.

                                      II-4
7
                 (5)      Insofar as indemnification for liabilities arising
                          under the 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 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 Act and will be governed by the
                          final adjudication of such issue.

                 (6)      The Company hereby undertakes that it will submit or
                          has submitted the Plan and any amendments thereto to
                          the Internal Revenue Service (the "IRS") in a timely
                          manner and has made or will make all changes required
                          by the IRS in order to qualify the Plan under Section
                          401(a) of the Internal Revenue Code.

                                      II-5
8
                                   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, and State of Texas, as of the 11th day
of September, 1995.

                                          STEWART INFORMATION SERVICES
                                                 CORPORATION

                                          By: /s/ 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 legally do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                         Title                                                Date
         ---------                         -----                                                ----
/s/ CARLOSS MORRIS                Co-chief executive officer                                  September 11, 1995
CARLOSS MORRIS                    and Director (principal
                                  executive officer)

/s/ STEWART MORRIS                Co-chief executive officer                                  September 11, 1995
STEWART MORRIS                    and Director (principal
                                  executive officer)

/s/ C. M. HUDSPETH                Director                                                    September 11, 1995
C. M. HUDSPETH
II-6
9
/s/ NITA B. HANKS                 Director                                                    September 11, 1995
NITA B. HANKS

/s/ MAX CRISP                     Vice President - Finance,                                   September 11, 1995
MAX CRISP                         Secretary, Treasurer and
                                  Director (principal financial
                                  and accounting officer)
Pursuant to the requirements of the Securities Act of 1933, the
trustee (or other persons who administer the Plan) have duly caused the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Houston, State of Texas, on September 11,
1995.

                                          TRUSTEE OF STEWART TITLE
                                          GUARANTY COMPANY
                                          SALARY DEFERRAL PLAN AND TRUST

                                          First Interstate Bank of Texas,
                                          N.A., Trustee

                                          By: /s/ JOHN J. KELLEY
                                          Name:  Vice President & Trust Officer
                                          Title: John J. Kelley

                                      II-7
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                              INDEX TO EXHIBITS
Exhibit No.      Description
-----------      -----------
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     Bylaws of the Company, as amended.

         4.3     The Stewart Title Guaranty Company Salary Deferral Plan and Trust, the Fifth Amendment and Restatement
                 thereof.

         4.4     Sixth Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         4.5     Seventh Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         4.6     Eighth Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         4.7     Ninth Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         4.8     Tenth Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         4.9     Eleventh Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

        4.10     Twelfth Amendment of the Stewart Title Guaranty Company Salary Deferral Plan and Trust.

         5.1     Opinion of Messrs. Chamberlain, Hrdlicka, White, Williams & Martin regarding the legality of the
                 securities being registered.

        23.1     Consents of independent accountants.
11
23.2     Consent of Counsel, Chamberlain, Hrdlicka, White, Williams & Martin, is set forth in the opinion
                 included in the Registration Statement as Exhibit 5.

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