As filed with the Securities and Exchange Commission on November 17, 1998
                                                    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                       6361                     95-1068610
State or Other Jurisdiction of  (Primary Standard Industrial   (I.R.S. Employer
Incorporation of Organization)     Classification Code No.)  Identification No.)

                              114 East Fifth Street
                        Santa Ana, California 92701-4642
                                 (800) 854-3643
                    (Address of Principal Executive Offices)

                                RELS 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 LLP
          114 East Fifth Street                        633 West Fifth Street
       Santa Ana, California 92701                 Los Angeles, California 90071
             (714) 558-3211                               (213) 620-7700
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent For Service)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

=====================================================================================================================
                                                               Proposed         Proposed
 Title of Each Class of                 Amount To Be           Maximum          Maximum          Amount of
       Securities                      Registered(1)        Aggregate Price     Aggregate     Registration Fee
   To Be Registered                                           Per Unit(2)       Offering
                                                                                Price (2)
<S>                                    <C>                  <C>                 <C>             <C>

---------------------------------------------------------------------------------------------------------------------
Common shares, $1.00 par value         300,000 shares         $34.813           $10,443,900      2,820
=====================================================================================================================

</TABLE>

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

(2)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance with Rule 457(c) 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 November 13, 1998.

================================================================================




<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The  documents  listed  below are  incorporated  by  reference in this
Registration  Statement and all documents  subsequently  filed by the Registrant
and the RELS Savings Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
prior to the  filing  of a  post-effective  amendment  that  indicates  that 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.

o    The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 1997.

o    The  Registrant's  Quarterly  Reports on Form 10-Q for the fiscal  quarters
     ended March 31, 1998, June 30, 1998 and September 30, 1998.

o    The  Registrant's  Current  Reports  on Form 8-K dated  January  23,  1998,
     January 27, 1998,  March 18, 1998,  March 31, 1998, April 7, 1998, June 26,
     1998 and October 22, 1998.

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

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

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 Restated 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  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."

          The  Registrant's  Deferred  Compensation  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."

          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 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.

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  RELS Savings Plan.

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.


*  In lieu of providing  an opinion of counsel  concerning  compliance  with the
   requirements  of the Employee  Retirement  Income  Security  Act of 1974,  as
   amended,  or an Internal Revenue Service  determination  letter that the RELS
   Savings  Plan (the  "Plan") is  qualified  under  Section 401 of the Internal
   Revenue Code of 1986,  as amended,  the  Registrant  undertakes to submit the
   Plan and any amendment  thereto to the Internal  Revenue Service ("IRS") in a
   timely  manner  and will  make all  changes  required  by the IRS in order to
   qualify the Plan.

Item 9.  Undertakings.

          The undersigned Registrant hereby undertakes:

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

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

              (ii)  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.

          (4)  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.

          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.



<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 November 17, 1998.

                                        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: November 17, 1998    By:  /s/  D.P. Kennedy
                                          -----------------------------------
                                               D.P. Kennedy, Chairman and 
                                               Director

          Date: November 17, 1998    By:  /s/  Parker S. Kennedy
                                          -----------------------------------
                                               Parker S. Kennedy, President
                                               and Director

          Date: November 17, 1998    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: November 17, 1998       By:/s/ George L. Argyros               *
                                           -------------------------------------
                                               George L. Argyros, Director

          Date: November 17, 1998       By:/s/ Gary J. Beban                   *
                                           -------------------------------------
                                               Gary J. Beban, Director

         Date: November 17, 1998       By: /s/ J. David Chatham                *
                                           -------------------------------------
                                               J. David Chatham, Director

         Date: November 17, 1998       By: /s/ William G. Davis                *
                                           -------------------------------------
                                               William G. Davis, Director

         Date: November 17, 1998       By: /s/ James J. Doti                   *
                                           -------------------------------------
                                               James L. Doti, Director

         Date: November 17, 1998       By: /s/ Lewis W. Douglas, Jr.           *
                                           -------------------------------------
                                               Lewis W. Douglas, Jr., Director

         Date: November 17, 1998       By: /s/ Paul B. Fay, Jr.                *
                                           -------------------------------------
                                               Paul B. Fay, Jr., Director

         Date: November 17, 1998       By: /s/ Dale F. Frey                    *
                                           -------------------------------------
                                               Dale F. Frey, Director

         Date: November 17, 1998       By: /s/ Anthony R. Moiso                *
                                           -------------------------------------
                                               Anthony R. Moiso, Director

         Date: November 17, 1998       By: /s/ Frank O'Bryan                   *
                                           -------------------------------------
                                               Frank O'Bryan, Director

         Date: November 17, 1998       By: /s/ Roslyn B. Payne                 *
                                           -------------------------------------
                                               Roslyn B. Payne, Director

         Date: November 17, 1998       By: /s/ D. Van Skilling                 *
                                           -------------------------------------
                                               D. Van Skilling, Director

         Date: November 17, 1998       By: /s/ Virginia Ueberroth              *
                                           -------------------------------------
                                               Virginia Ueberroth, Director

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

<PAGE>


          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Retirement Committee 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 November 17, 1998.



                                      RELS SAVINGS PLAN



                                      By: /s/ Thomas Waversich
                                      ----------------------------------------
                                      Name:   Thomas Waversich
                                      Title:  Member of the Retirement Committee



<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.

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       RELS Savings Plan.

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.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24362}]
{"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": "333-67451", "film-number": "98754397"}, "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 November 17, 1998
                                                    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                       6361                     95-1068610
State or Other Jurisdiction of  (Primary Standard Industrial   (I.R.S. Employer
Incorporation of Organization)     Classification Code No.)  Identification No.)

                              114 East Fifth Street
                        Santa Ana, California 92701-4642
                                 (800) 854-3643
                    (Address of Principal Executive Offices)

                                RELS 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 LLP
          114 East Fifth Street                        633 West Fifth Street
       Santa Ana, California 92701                 Los Angeles, California 90071
             (714) 558-3211                               (213) 620-7700
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE

=====================================================================================================================
                                                               Proposed         Proposed
 Title of Each Class of                 Amount To Be           Maximum          Maximum          Amount of
       Securities                      Registered(1)        Aggregate Price     Aggregate     Registration Fee
   To Be Registered                                           Per Unit(2)       Offering
                                                                                Price (2)
---------------------------------------------------------------------------------------------------------------------
Common shares, $1.00 par value         300,000 shares         $34.813           $10,443,900      2,820
=====================================================================================================================
(1)  In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, as
     amended  (the  "Act"),   this   registration   statement   also  covers  an
     indeterminate  amount of  interests  to be offered or sold  pursuant to the
     employee benefit plan described herein.

(2)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance with Rule 457(c) 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 November 13, 1998.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The  documents  listed  below are  incorporated  by  reference in this
Registration  Statement and all documents  subsequently  filed by the Registrant
and the RELS Savings Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
prior to the  filing  of a  post-effective  amendment  that  indicates  that 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.

o    The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 1997.

o    The  Registrant's  Quarterly  Reports on Form 10-Q for the fiscal  quarters
     ended March 31, 1998, June 30, 1998 and September 30, 1998.

o    The  Registrant's  Current  Reports  on Form 8-K dated  January  23,  1998,
     January 27, 1998,  March 18, 1998,  March 31, 1998, April 7, 1998, June 26,
     1998 and October 22, 1998.

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

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

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 Restated 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  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."

          The  Registrant's  Deferred  Compensation  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."

          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 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.

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  RELS Savings Plan.

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.

*  In lieu of providing  an opinion of counsel  concerning  compliance  with the
   requirements  of the Employee  Retirement  Income  Security  Act of 1974,  as
   amended,  or an Internal Revenue Service  determination  letter that the RELS
   Savings  Plan (the  "Plan") is  qualified  under  Section 401 of the Internal
   Revenue Code of 1986,  as amended,  the  Registrant  undertakes to submit the
   Plan and any amendment  thereto to the Internal  Revenue Service ("IRS") in a
   timely  manner  and will  make all  changes  required  by the IRS in order to
   qualify the Plan.

Item 9.  Undertakings.

          The undersigned Registrant hereby undertakes:

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

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

              (ii)  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.

          (4)  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.

          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.
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 November 17, 1998.

                                        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: November 17, 1998    By:  /s/  D.P. Kennedy
                                          -----------------------------------
                                               D.P. Kennedy, Chairman and 
                                               Director

          Date: November 17, 1998    By:  /s/  Parker S. Kennedy
                                          -----------------------------------
                                               Parker S. Kennedy, President
                                               and Director

          Date: November 17, 1998    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: November 17, 1998       By:/s/ George L. Argyros               *
                                           -------------------------------------
                                               George L. Argyros, Director

          Date: November 17, 1998       By:/s/ Gary J. Beban                   *
                                           -------------------------------------
                                               Gary J. Beban, Director

         Date: November 17, 1998       By: /s/ J. David Chatham                *
                                           -------------------------------------
                                               J. David Chatham, Director

         Date: November 17, 1998       By: /s/ William G. Davis                *
                                           -------------------------------------
                                               William G. Davis, Director

         Date: November 17, 1998       By: /s/ James J. Doti                   *
                                           -------------------------------------
                                               James L. Doti, Director

         Date: November 17, 1998       By: /s/ Lewis W. Douglas, Jr.           *
                                           -------------------------------------
                                               Lewis W. Douglas, Jr., Director

         Date: November 17, 1998       By: /s/ Paul B. Fay, Jr.                *
                                           -------------------------------------
                                               Paul B. Fay, Jr., Director

         Date: November 17, 1998       By: /s/ Dale F. Frey                    *
                                           -------------------------------------
                                               Dale F. Frey, Director

         Date: November 17, 1998       By: /s/ Anthony R. Moiso                *
                                           -------------------------------------
                                               Anthony R. Moiso, Director

         Date: November 17, 1998       By: /s/ Frank O'Bryan                   *
                                           -------------------------------------
                                               Frank O'Bryan, Director

         Date: November 17, 1998       By: /s/ Roslyn B. Payne                 *
                                           -------------------------------------
                                               Roslyn B. Payne, Director

         Date: November 17, 1998       By: /s/ D. Van Skilling                 *
                                           -------------------------------------
                                               D. Van Skilling, Director

         Date: November 17, 1998       By: /s/ Virginia Ueberroth              *
                                           -------------------------------------
                                               Virginia Ueberroth, Director

         *By:/s/ Mark R Arnesen
             ------------------------
                 Mark R Arnesen
                 Attorney-in-Fact
Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Retirement Committee 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 November 17, 1998.

                                      RELS SAVINGS PLAN

                                      By: /s/ Thomas Waversich
                                      ----------------------------------------
                                      Name:   Thomas Waversich
                                      Title:  Member of the Retirement Committee
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.

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       RELS Savings Plan.

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.