As filed with the Securities and Exchange Commission on June 7, 1999
                                                         Registration No. 333-

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

                                    FORM S-8

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

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

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

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

          THE FIRST AMERICAN FINANCIAL CORPORATION 401(k) SAVINGS PLAN
                            (Full title of the plan)
                                ----------------

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

<TABLE>

                         CALCULATION OF REGISTRATION FEE
==========================================================================================================================
<CAPTION>
                                                                                          Proposed
                                                                     Proposed             Maximum
                                                Amount                Maximum            Aggregate          Amount Of
         Title of Securities                    To Be             Offering Price          Offering         Registration
           To Be Registered                 Registered (1)         Per Share (2)         Price (2)           Fee (3)
======================================= ======================= ==================== =================== =================
    <S>                                    <C>                     <C>                 <C>                   <C>

    Common shares, $1.00 par value         2,400,000 shares         $15.469             $37,125,600          $10,321
======================================= ======================= ==================== =================== =================

     (1)  In  accordance  with  Rule 429 under the  Securities  Act of 1933,  as
          amended  (the "Act"),  the  prospectus  included in this  Registration
          Statement is a combined  prospectus which also relates to Registration
          Statement  Nos.  33-86398 and  333-32871  pursuant to which  3,375,000
          Common shares have previously been  registered  (after  accounting for
          the  Registrant's  3-for-2  stock split which  occurred on January 15,
          1998 and the  Registrant's  3-for-1 stock split which occurred on July
          17, 1998 in accordance with Rule 416 under the Act). Registration fees
          of $1,540.95 and $6,259.47 with respect to such previously  registered
          Common shares have already been paid. This Registration Statement also
          covers an  indeterminate  number of Common shares that may be issuable
          by reason of stock splits, stock dividends or similar transactions and
          an indeterminate amount of interests to be offered or sold pursuant to
          the employee benefit plan described herein, in each case in accordance
          with Rule 416 under the Act.

     (2)  Estimated  solely for the purpose of calculating the  registration fee
          in accordance with Rules 457(c) and 457(h) under the Act, based on the
          average of the high and low prices of the Common shares  registered on
          the New York Stock Exchange as of June 4, 1999.

     (3)  Computed in  accordance  with Section  6(b) of the Act by  multiplying
          0.000278 by the proposed maximum aggregate offering price.

</TABLE>
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The  Registrant  hereby states that the documents  listed in (1), (2), (3),
(4) and (5) below are incorporated by reference in this  Registration  Statement
and all  documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange  Act"),  prior to the filing of a  post-effective  amendment that
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this Registration  Statement and to be part hereof from the date of
filing of such documents.

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

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

     (3)  Current Reports on Form 8-K dated April 22, 1999 and May 19, 1999.

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

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

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable.

Item 6.   Indemnification of Directors and Officers.

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

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

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

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

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

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

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

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been advised  that,  in the opinion of the  Securities  and
Exchange Commission,  such indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

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

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

          4.3. The First  American  Financial  Corporation  401(k) Savings Plan,
               incorporated  by  reference  to  Exhibit  4 of  the  Registrant's
               Registration Statement on Form S-8 dated November 14, 1994.

          4.4. Amendment  No.  1 to The  First  American  Financial  Corporation
               401(k) Savings Plan,  incorporated by reference to Exhibit 4.1 of
               the Registrant's  Post-Effective  Amendment No. 1 to Registration
               Statement on Form S-8 dated December 27, 1996.

          4.5. Amendment  No.  2 to The  First  American  Financial  Corporation
               401(k)  Savings Plan,  incorporated  by reference to Exhibit 4 of
               the Registrant's Registration Statement  on  Form S-8  dated July
               30, 1997.

          4.6. Amendment  No.  3 to The  First  American  Financial  Corporation
               401(k) Savings Plan.

          4.7. Amendment  No.  4 to The  First  American  Financial  Corporation
               401(k) Savings Plan.

          4.8. Amendment  No.  5 to The  First  American  Financial  Corporation
               401(k) Savings Plan.

          5.   Opinion of White & Case LLP regarding legality.

          23.1. Consent of PricewaterhouseCoopers LLP.

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

          24.  Power of Attorney.

Item 9.   Undertakings.

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

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

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

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

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

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

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

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

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

          C.  Securities and Exchange  Commission  Position on  Indemnification.
Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Santa Ana, State of California, on June 7, 1999.

                                   THE FIRST AMERICAN FINANCIAL
                                   CORPORATION



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



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



          Date: June 7, 1999            By: /s/  D.P. Kennedy
                                            ------------------------------------
                                                 D.P. Kennedy, Chairman and
                                                 Director



          Date: June 7, 1999            By: /s/ Parker S. Kennedy
                                            ------------------------------------
                                                Parker S. Kennedy, President
                                                and Director



          Date: June 7, 1999           By: /s/  Thomas A. Klemens
                                           -------------------------------------
                                                Thomas A. Klemens, Executive
                                                Vice President, Chief Financial
                                                Officer
                                                (Principal Financial and
                                                Accounting Officer)

<PAGE>






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

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

          Date:                         By:
                                           -------------------------------------
                                           Gary J. Beban, Director

          Date: June 7, 1999            By: /s/ J. David Chatham               *
                                           -------------------------------------
                                               J. David Chatham, Director

          Date: June 7, 1999            By: /s/ William G. Davis               *
                                           -------------------------------------
                                               William G. Davis, Director

          Date: June 7, 1999            By: /s/ James L. Doti                  *
                                           -------------------------------------
                                                James L. Doti, Director

          Date: June 7, 1999            By: /s/ Lewis W. Douglas, Jr.          *
                                            ------------------------------------
                                                Lewis W. Douglas, Jr., Director

          Date:                         By:
                                            ------------------------------------
                                                Paul B. Fay, Jr., Director

          Date: June 7, 1999            By: /s/ Anthony R. Moiso               *
                                            ------------------------------------
                                                Anthony R. Moiso, Director

          Date:                         By:
                                            ------------------------------------
                                                Frank O'Bryan, Director

          Date: June 7, 1999            By: /s/ Roslyn B. Payne                *
                                            ------------------------------------
                                                Roslyn B. Payne, Director

          Date:                         By:
                                            ------------------------------------
                                                D. Van Skilling, Director

          Date: June 7, 1999            By: /s/ Virginia Ueberroth             *
                                            ------------------------------------
                                                Virginia Ueberroth, Director

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



<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number             Description

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

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

4.3.           The  First  American  Financial   Corporation  401(k)Savings
               Plan,  incorporated by reference to Exhibit 4 of the Registrant's
               Registration Statement on Form S-8 dated November 14, 1994.

4.4.           Amendment No. 1 to The First American Financial Corporation
               401(k) Savings Plan,  incorporated by reference to Exhibit 4.1 of
               the Registrant's  Post-Effective  Amendment No. 1 to Registration
               Statement on Form S-8 dated December 27, 1996.

4.5.           Amendment  No.  2 to  The  First  American  Financial Corporation
               401(k)  Savings Plan,  incorporated  by reference to Exhibit 4 of
               the  Registrant's  Registration Statement on Form S-8 dated  July
               30, 1997.

4.6.           Amendment No. 3 to The First American Financial Corporation
               401(k) Savings Plan.

4.7.           Amendment No. 4 to The First American Financial Corporation
               401(k) Savings Plan.

4.8.           Amendment No. 5 to The First American Financial Corporation
               401(k) Savings Plan.

5.             Opinion of White & Case LLP regarding legality.

23.1.          Consent of PricewaterhouseCoopers LLP.

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

24.            Power of Attorney.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 28539}]
{"company-data": {"conformed-name": "FIRST AMERICAN FINANCIAL CORP", "cik": "0000036047", "assigned-sic": "6361", "irs-number": "951068610", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80179", "film-number": "99642012"}, "business-address": {"street1": "114 E FIFTH ST", "city": "SANTA ANA", "state": "CA", "zip": "92701-4699", "phone": "7145583211"}, "mail-address": {"street1": "114 E FIFTH STREET", "city": "SANTA ANA", "state": "CA", "zip": "92701"}, "former-company": {"former-conformed-name": "FIRST AMERICAN TITLE INSURANCE & TRUST C", "date-changed": "19690515"}}
As filed with the Securities and Exchange Commission on June 7, 1999
                                                         Registration No. 333-

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

                                    FORM S-8

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

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

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

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

          THE FIRST AMERICAN FINANCIAL CORPORATION 401(k) SAVINGS PLAN
                            (Full title of the plan)
                                ----------------

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

                         CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Proposed
                                                                     Proposed             Maximum
                                                Amount                Maximum            Aggregate          Amount Of
         Title of Securities                    To Be             Offering Price          Offering         Registration
           To Be Registered                 Registered (1)         Per Share (2)         Price (2)           Fee (3)
======================================= ======================= ==================== =================== =================
Common shares, $1.00 par value         2,400,000 shares         $15.469             $37,125,600          $10,321
======================================= ======================= ==================== =================== =================

     (1)  In  accordance  with  Rule 429 under the  Securities  Act of 1933,  as
          amended  (the "Act"),  the  prospectus  included in this  Registration
          Statement is a combined  prospectus which also relates to Registration
          Statement  Nos.  33-86398 and  333-32871  pursuant to which  3,375,000
          Common shares have previously been  registered  (after  accounting for
          the  Registrant's  3-for-2  stock split which  occurred on January 15,
          1998 and the  Registrant's  3-for-1 stock split which occurred on July
          17, 1998 in accordance with Rule 416 under the Act). Registration fees
          of $1,540.95 and $6,259.47 with respect to such previously  registered
          Common shares have already been paid. This Registration Statement also
          covers an  indeterminate  number of Common shares that may be issuable
          by reason of stock splits, stock dividends or similar transactions and
          an indeterminate amount of interests to be offered or sold pursuant to
          the employee benefit plan described herein, in each case in accordance
          with Rule 416 under the Act.

     (2)  Estimated  solely for the purpose of calculating the  registration fee
          in accordance with Rules 457(c) and 457(h) under the Act, based on the
          average of the high and low prices of the Common shares  registered on
          the New York Stock Exchange as of June 4, 1999.

     (3)  Computed in  accordance  with Section  6(b) of the Act by  multiplying
          0.000278 by the proposed maximum aggregate offering price.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The  Registrant  hereby states that the documents  listed in (1), (2), (3),
(4) and (5) below are incorporated by reference in this  Registration  Statement
and all  documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange  Act"),  prior to the filing of a  post-effective  amendment that
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this Registration  Statement and to be part hereof from the date of
filing of such documents.

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

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

     (3)  Current Reports on Form 8-K dated April 22, 1999 and May 19, 1999.

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

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

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable.

Item 6.   Indemnification of Directors and Officers.

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

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

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

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

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

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

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

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been advised  that,  in the opinion of the  Securities  and
Exchange Commission,  such indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

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

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

          4.3. The First  American  Financial  Corporation  401(k) Savings Plan,
               incorporated  by  reference  to  Exhibit  4 of  the  Registrant's
               Registration Statement on Form S-8 dated November 14, 1994.

          4.4. Amendment  No.  1 to The  First  American  Financial  Corporation
               401(k) Savings Plan,  incorporated by reference to Exhibit 4.1 of
               the Registrant's  Post-Effective  Amendment No. 1 to Registration
               Statement on Form S-8 dated December 27, 1996.

          4.5. Amendment  No.  2 to The  First  American  Financial  Corporation
               401(k)  Savings Plan,  incorporated  by reference to Exhibit 4 of
               the Registrant's Registration Statement  on  Form S-8  dated July
               30, 1997.

          4.6. Amendment  No.  3 to The  First  American  Financial  Corporation
               401(k) Savings Plan.

          4.7. Amendment  No.  4 to The  First  American  Financial  Corporation
               401(k) Savings Plan.

          4.8. Amendment  No.  5 to The  First  American  Financial  Corporation
               401(k) Savings Plan.

          5.   Opinion of White & Case LLP regarding legality.

          23.1. Consent of PricewaterhouseCoopers LLP.

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

          24.  Power of Attorney.

Item 9.   Undertakings.

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

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

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

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

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

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

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

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

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

          C.  Securities and Exchange  Commission  Position on  Indemnification.
Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Santa Ana, State of California, on June 7, 1999.

                                   THE FIRST AMERICAN FINANCIAL
                                   CORPORATION

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

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

          Date: June 7, 1999            By: /s/  D.P. Kennedy
                                            ------------------------------------
                                                 D.P. Kennedy, Chairman and
                                                 Director

          Date: June 7, 1999            By: /s/ Parker S. Kennedy
                                            ------------------------------------
                                                Parker S. Kennedy, President
                                                and Director

          Date: June 7, 1999           By: /s/  Thomas A. Klemens
                                           -------------------------------------
                                                Thomas A. Klemens, Executive
                                                Vice President, Chief Financial
                                                Officer
                                                (Principal Financial and
                                                Accounting Officer)
Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

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

          Date:                         By:
                                           -------------------------------------
                                           Gary J. Beban, Director

          Date: June 7, 1999            By: /s/ J. David Chatham               *
                                           -------------------------------------
                                               J. David Chatham, Director

          Date: June 7, 1999            By: /s/ William G. Davis               *
                                           -------------------------------------
                                               William G. Davis, Director

          Date: June 7, 1999            By: /s/ James L. Doti                  *
                                           -------------------------------------
                                                James L. Doti, Director

          Date: June 7, 1999            By: /s/ Lewis W. Douglas, Jr.          *
                                            ------------------------------------
                                                Lewis W. Douglas, Jr., Director

          Date:                         By:
                                            ------------------------------------
                                                Paul B. Fay, Jr., Director

          Date: June 7, 1999            By: /s/ Anthony R. Moiso               *
                                            ------------------------------------
                                                Anthony R. Moiso, Director

          Date:                         By:
                                            ------------------------------------
                                                Frank O'Bryan, Director

          Date: June 7, 1999            By: /s/ Roslyn B. Payne                *
                                            ------------------------------------
                                                Roslyn B. Payne, Director

          Date:                         By:
                                            ------------------------------------
                                                D. Van Skilling, Director

          Date: June 7, 1999            By: /s/ Virginia Ueberroth             *
                                            ------------------------------------
                                                Virginia Ueberroth, Director

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

Exhibit
Number             Description

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

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

4.3.           The  First  American  Financial   Corporation  401(k)Savings
               Plan,  incorporated by reference to Exhibit 4 of the Registrant's
               Registration Statement on Form S-8 dated November 14, 1994.

4.4.           Amendment No. 1 to The First American Financial Corporation
               401(k) Savings Plan,  incorporated by reference to Exhibit 4.1 of
               the Registrant's  Post-Effective  Amendment No. 1 to Registration
               Statement on Form S-8 dated December 27, 1996.

4.5.           Amendment  No.  2 to  The  First  American  Financial Corporation
               401(k)  Savings Plan,  incorporated  by reference to Exhibit 4 of
               the  Registrant's  Registration Statement on Form S-8 dated  July
               30, 1997.

4.6.           Amendment No. 3 to The First American Financial Corporation
               401(k) Savings Plan.

4.7.           Amendment No. 4 to The First American Financial Corporation
               401(k) Savings Plan.

4.8.           Amendment No. 5 to The First American Financial Corporation
               401(k) Savings Plan.

5.             Opinion of White & Case LLP regarding legality.

23.1.          Consent of PricewaterhouseCoopers LLP.

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

24.            Power of Attorney.