As filed with the Securities and Exchange Commission on December 11, 1997

                              Registration No. 33-


                      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)
<TABLE>
  <C>                                      <C>                                              <C>
  CALIFORNIA                                                                                95-1068610
  (State or other jurisdiction of                                                           (I.R.S. Employer
  incorporation or organization)                                                            Identification No.)
                                           114 EAST FIFTH STREET
                                           SANTA ANA, CALIFORNIA 92701-4622
                                           (Address of principal executive offices)
</TABLE>
<PAGE>


      THE FIRST AMERICAN FINANCIAL CORPORATION 1997 DIRECTORS' STOCK PLAN
                           (Full title of the plan)

<TABLE>
  <C>                                                       <C>
  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>

<TABLE>
  <CAPTION>
                                            CALCULATION OF REGISTRATION FEE
                                                             PROPOSED            PROPOSED
                                      AMOUNT                 MAXIMUM             MAXIMUM               AMOUNT OF
  TITLE OF SECURITIES                 TO BE                  OFFERING PRICE      AGGREGATE             REGISTRATION
  TO BE REGISTERED                    REGISTERED             PER SHARE<F1>       OFFERING PRICE<F1>    FEE<F1>
  <S>                                 <C>                    <C>                 <C>                   <C>
  Common stock, $1.00 par value       400,000 shares         $62.625             $24,414,750           $7,202.35

<F1>     Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Act, based
         (i) on the $32.375 per share exercise price of 21,000 shares subject to options granted prior to the filing of this
         Registration Statement and (ii) as to the remaining 379,000 shares on the average of the high and low prices of the Common
         stock registered on the New York Stock Exchange as of December 5, 1997.
</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), (5), (6) and (7) 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)  The Registrant's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1996;

     (2)  The Registrant's Quarterly Report on Form 10-Q for the quarter
          ended March 31, 1997;

     (3)  The Registrant's Quarterly Report on Form 10-Q for the quarter
          ended June 30, 1997;

     (4)  The Registrant's Quarterly Report on Form 10-Q for the quarter
          ended September 30, 1997;

     (5)  The Registrant's Report on Form 8-K dated November 7, 1997;

     (6)  The description of the Common stock contained in the Registrant's
          Registration Statement on Form 8-A registering its Common stock,
          par value $1.00 per share, under Section 12(b) of the Exchange Act,
          dated November 23, 1983; and

     (7)  The description of certain Rights to Purchase Series A Junior
          Participating Preferred Shares which may be transferred with the
          Registrant's Common stock, which description is contained in the
          Registrant's Registration Statement on Form 8-A, under Section
          12(b) of the Exchange Act, dated November 7, 1997.


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 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, as provided 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
<PAGE>
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 in-
tended 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 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, 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 and its 1997 Directors'
Stock Plan (each individually, the "Plan") provides that, subject to certain
conditions, "The Company shall, through the purchase of insurance or
otherwise, indemnify each member of the Board (or board of directors of any
affiliate), each member of the [Compensation] Committee, 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 Company'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."

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant, however, the Registrant has been informed 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. 
<PAGE>

ITEM 8.  EXHIBITS.

          4.1.      The First American Financial Corporation 1997 Directors'
                    Stock Plan.

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

          5.        Opinion of counsel regarding legality.

          23.1.     Consent of independent accountants.

          23.2.     Consent of counsel (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; and

         (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
<PAGE>
securities at that time shall be deemed to be the initial bona fide offering
thereof.

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

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Ana, State of California, on
December 11, 1997.

                         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:  December 11, 1997 By:/s/ D.P. Kennedy
                            -----------------------------------------
                            D.P. Kennedy, Chairman and Director



Date:  December 11, 1997 By:/s/ Parker S. Kennedy
                            -----------------------------------------
                            Parker S. Kennedy, President and Director



Date:  December 11, 1997 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:  December 11, 1997 By:/s/ Gary J. Beban*
                            ------------------------------------------
                            Gary J. Beban, Director

Date:  December 11, 1997 By:/s/ J. David Chatham*
                            ------------------------------------------
                            J. David Chatham, Director

Date:  December 11, 1997 By:/s/ William G. Davis*
                            ------------------------------------------
                            William G. Davis, Director

Date:  December 11, 1997 By:/s/ James L. Doti*
                            ------------------------------------------
                            James L. Doti, Director

Date:  December 11, 1997 By:/s/ Lewis W. Douglas, Jr.*
                            ------------------------------------------
                            Lewis W. Douglas, Jr., Director

Date:  December 11, 1997 By:/s/ Paul B. Fay, Jr.*
                            ------------------------------------------
                            Paul B. Fay, Jr., Director

Date:  December 11, 1997 By:/s/ Dale F. Frey*
                            ------------------------------------------
                            Dale F. Frey, Director

Date:  December 11, 1997 By:/s/ Anthony R. Moiso*
                            ------------------------------------------
                            Anthony R. Moiso, Director

Date:  December 11, 1997 By:/s/ Roslyn B. Payne*
                            ------------------------------------------
                            Roslyn B. Payne, Director

Date:  December   , 1997 By:/s/ Virginia Ueberroth*
                            ------------------------------------------
                            Virginia Ueberroth, Director


*By:/s/ Mark R Arnesen
    -----------------------------
    Mark R Arnesen
    Attorney-in-Fact
<PAGE>
<TABLE>
                   <CAPTION>
                                                            EXHIBIT INDEX
                   EXHIBIT
                   NUMBER                DESCRIPTION
                   <S>                   <C>
                   4.1.                  The First American Financial Corporation 1997 Directors' Stock Plan.
                   4.2.                  Rights Agreements are incorporated by reference to Exhibit 4 to the
                                         Registrant's Form 8-A dated November 7, 1997.
                   5.                    Opinion of counsel regarding legality.
                   23.1.                 Consent of independent accountants.
                   23.2.                 Consent of counsel.<F1>
                   24.                   Power of Attorney.

--------------------------
<F1>  Included in Exhibit 5.
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19141}]
{"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": "333-41993", "film-number": "97736259"}, "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 December 11, 1997

                              Registration No. 33-

                      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 92701-4622
                                           (Address of principal executive offices)
THE FIRST AMERICAN FINANCIAL CORPORATION 1997 DIRECTORS' STOCK 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
                                      AMOUNT                 MAXIMUM             MAXIMUM               AMOUNT OF
  TITLE OF SECURITIES                 TO BE                  OFFERING PRICE      AGGREGATE             REGISTRATION
  TO BE REGISTERED                    REGISTERED             PER SHARE
OFFERING PRICE
FEE
Common stock, $1.00 par value       400,000 shares         $62.625             $24,414,750           $7,202.35
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Act, based
         (i) on the $32.375 per share exercise price of 21,000 shares subject to options granted prior to the filing of this
         Registration Statement and (ii) as to the remaining 379,000 shares on the average of the high and low prices of the Common
         stock registered on the New York Stock Exchange as of December 5, 1997.
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), (5), (6) and (7) 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)  The Registrant's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1996;

     (2)  The Registrant's Quarterly Report on Form 10-Q for the quarter
          ended March 31, 1997;

     (3)  The Registrant's Quarterly Report on Form 10-Q for the quarter
          ended June 30, 1997;

     (4)  The Registrant's Quarterly Report on Form 10-Q for the quarter
          ended September 30, 1997;

     (5)  The Registrant's Report on Form 8-K dated November 7, 1997;

     (6)  The description of the Common stock contained in the Registrant's
          Registration Statement on Form 8-A registering its Common stock,
          par value $1.00 per share, under Section 12(b) of the Exchange Act,
          dated November 23, 1983; and

     (7)  The description of certain Rights to Purchase Series A Junior
          Participating Preferred Shares which may be transferred with the
          Registrant's Common stock, which description is contained in the
          Registrant's Registration Statement on Form 8-A, under Section
          12(b) of the Exchange Act, dated November 7, 1997.

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 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, as provided 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 in-
tended 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 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, 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 and its 1997 Directors'
Stock Plan (each individually, the "Plan") provides that, subject to certain
conditions, "The Company shall, through the purchase of insurance or
otherwise, indemnify each member of the Board (or board of directors of any
affiliate), each member of the [Compensation] Committee, 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 Company'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."

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant, however, the Registrant has been informed 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.
ITEM 8.  EXHIBITS.

          4.1.      The First American Financial Corporation 1997 Directors'
                    Stock Plan.

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

          5.        Opinion of counsel regarding legality.

          23.1.     Consent of independent accountants.

          23.2.     Consent of counsel (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; and

         (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.

          (h)  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
December 11, 1997.

                         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:  December 11, 1997 By:/s/ D.P. Kennedy
                            -----------------------------------------
                            D.P. Kennedy, Chairman and Director

Date:  December 11, 1997 By:/s/ Parker S. Kennedy
                            -----------------------------------------
                            Parker S. Kennedy, President and Director

Date:  December 11, 1997 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:  December 11, 1997 By:/s/ Gary J. Beban*
                            ------------------------------------------
                            Gary J. Beban, Director

Date:  December 11, 1997 By:/s/ J. David Chatham*
                            ------------------------------------------
                            J. David Chatham, Director

Date:  December 11, 1997 By:/s/ William G. Davis*
                            ------------------------------------------
                            William G. Davis, Director

Date:  December 11, 1997 By:/s/ James L. Doti*
                            ------------------------------------------
                            James L. Doti, Director

Date:  December 11, 1997 By:/s/ Lewis W. Douglas, Jr.*
                            ------------------------------------------
                            Lewis W. Douglas, Jr., Director

Date:  December 11, 1997 By:/s/ Paul B. Fay, Jr.*
                            ------------------------------------------
                            Paul B. Fay, Jr., Director

Date:  December 11, 1997 By:/s/ Dale F. Frey*
                            ------------------------------------------
                            Dale F. Frey, Director

Date:  December 11, 1997 By:/s/ Anthony R. Moiso*
                            ------------------------------------------
                            Anthony R. Moiso, Director

Date:  December 11, 1997 By:/s/ Roslyn B. Payne*
                            ------------------------------------------
                            Roslyn B. Payne, Director

Date:  December   , 1997 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.                  The First American Financial Corporation 1997 Directors' Stock Plan.
                   4.2.                  Rights Agreements are incorporated by reference to Exhibit 4 to the
                                         Registrant's Form 8-A dated November 7, 1997.
                   5.                    Opinion of counsel regarding legality.
                   23.1.                 Consent of independent accountants.
                   23.2.                 Consent of counsel.
24.                   Power of Attorney.

--------------------------
Included in Exhibit 5.