<PAGE>   1

    As Filed With the Securities and Exchange Commission on August 30, 2001
                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON. D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                        FIDELITY NATIONAL FINANCIAL, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                         <C>
            Delaware                                     86-0498599
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)
</TABLE>

              17911 Von Karman Avenue, Suite 300, Irvine, CA 92614
              ----------------------------------------------------
              (Address of Principal Executive Offices)  (Zip Code)

                                   ----------

                            2001 STOCK INCENTIVE PLAN
                            1998 STOCK INCENTIVE PLAN
                        1987 EMPLOYEE STOCK PURCHASE PLAN
                        ---------------------------------
                            (Full title of the plans)

                                   ----------

                             Peter T. Sadowski, Esq.
                  Executive Vice President and General Counsel
                        Fidelity National Financial, Inc.
              17911 Von Karman Avenue, Suite 300, Irvine, CA 92614
              ----------------------------------------------------
                     (Name and address of agent for service)

                                 (949) 622-5000
                                 --------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                             C. Craig Carlson, Esq.
           Stradling Yocca Carlson & Rauth, a Professional Corporation
      660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
                                 (949) 725-4000


<PAGE>   2




                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================
                                                   Proposed Maximum        Proposed Maximum
Title of Securities          Amount To Be              Offering           Aggregate Offering          Amount of
  To Be Registered          Registered(1)         Price Per Share(2)           Price(2)           Registration Fee
==================================================================================================================
<S>                      <C>                      <C>                     <C>                     <C>
Common Stock,
 $.0001 par value        4,180,000(3) shares            $23.82               $99,567,600            $24,891.90
Common Stock,
 $.0001 par value        2,200,000(4) shares            $23.82              $ 52,404,000            $   13,101
Common Stock,
 $.0001 par value        2,200,000(5) shares            $23.82              $ 52,404,000            $   13,101
==================================================================================================================
  Totals:                   8,580,000 shares                                 $204,375,600            $51,093.90
==================================================================================================================
</TABLE>

(1) Also registered hereunder are an indeterminate number of shares which may
    become issuable pursuant to the anti-dilution adjustment provisions of the
    Registrant's 2001 Stock Option Plan (the "2001 Plan") and the 1998 Stock
    Incentive Plan (the "1998 Plan"), and/or which may become issuable under the
    Registrant's 1987 Employee Stock Purchase Plan (the "1987 Plan") by reason
    of any stock dividend, stock split, recapitalization or any other similar
    transaction without receipt of consideration which results in an increase in
    the number of the outstanding shares of Common Stock.

(2) In accordance with Rule 457(h), the aggregate offering price for shares of
    Common Stock available for future grant under the 2001 Plan, the 1998 Plan
    and the 1987 Plan, registered hereby is estimated, solely for purposes of
    calculating the registration fee, on the basis of the price of securities of
    the same class, as determined in accordance with Rule 457(c), using the
    average of the high and low prices reported by the New York Stock Exchange
    for the Common Stock on August 28, 2001, which was $23.82 per share.

(3) Issuable pursuant to the 2001 Plan (adjusted to reflect the Registrant's ten
    percent stock dividend on August 23, 2001 and the automatic annual increases
    in shares eligible under the 2001 Plan through the life of the plan).

(4) Additional shares issuable pursuant to the 1998 Plan (increase adjusted to
    reflect the Registrant's ten percent stock dividend on August 23, 2001). An
    aggregate of 5,588,000 shares of Common Stock available for issuance under
    the 1998 Plan (adjusted to reflect the Registrant's ten percent stock
    dividend on August 23, 2001) were registered on Registration Statements on
    Form S-8 filed on December 26, 2000 (Registration No. 333-52744) and August
    10, 1998 (Registration No. 333-61111).

(5) Additional shares issuable pursuant to the 1987 Plan (increase adjusted to
    reflect the Registrant's ten percent stock dividend on August 23, 2001). An
    aggregate of 9,663,060 shares of Common Stock available for issuance under
    the 1987 Plan (adjusted to reflect the Registrant's stock splits or stock
    dividends on February 2, 1996, January 7, 1997, January 14, 1998, January
    12, 1999 and August 23, 2001) were registered on Registration Statements on
    Form S-8 filed on August 21, 1995 (Registration No. 33-61983), June 22, 1993
    (Registration No. 33-64836), February 13, 1992 (Registration No. 33-45709),
    June 9, 1987 (Registration No. 33-15008) and June 8, 1987 (Registration No.
    33-15027).






<PAGE>   3




                                     PART I

        In accordance with the rules and regulations of the Securities and
Exchange Commission, the documents containing the information called for by Part
I of Form S-8 will be sent or given to individuals who participate in the
Fidelity National Financial, Inc. 2001 Stock Incentive Plan, the 1998 Stock
Incentive Plan who have been granted stock options under such plans, and to
individuals who have participated in the 1987 Employee Stock Purchase Plan, and
are not being filed with or included in this Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed by Fidelity National Financial, Inc. (the
"Registrant" or the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference in this registration statement:

        (a)    The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 2000;

        (b)    The Company's Quarterly Reports on Form 10-Q for the quarterly
               periods ended June 30, 2001 and March 31, 2001;

        (c)    The Company's Current Reports on Form 8-K, as filed on August 24,
               2001, August 13, 2001, January 17, 2001 and January 16, 2001;

        (d)    The Company's Proxy Statement as filed on June 19, 2001; and

        (e)    The description of the Registrant's common stock, par value
               $.0001 per share (the "Common Stock"), contained in the
               Registrant's Registration Statement filed under Section 12 of the
               Exchange Act, including any amendment or report filed for the
               purpose of updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents, except as to any
portion of any future annual or quarterly report to stockholders or document
that is not deemed filed under such provisions. For the purposes of this
Registration Statement, any statement in a document incorporated by reference
shall be deemed to be modified or superseded to the extent that a statement
contained in this Registration Statement modifies or supersedes a statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

        The contents of the Registrant's Registration Statements on Form S-8
(Registration Nos. 333-52744, 333-61111, 33-61983, 33-64836, 33-45709, 33-15008,
and 33-15027) are incorporated herein by reference.



<PAGE>   4
ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Registrant's Certificate of Incorporation limits, to the maximum
extent permitted by Delaware law, the personal liability of directors for
monetary damages for breach of their fiduciary duties as a director. The
Registrant's Bylaws provide that the Registrant shall indemnify its officers and
directors and may indemnify its employees and other agents to the fullest extent
permitted by Delaware Law.

        Section 145 of the DGCL provides that a corporation may indemnify any
person made a party to an action (other than an action by or in the right of the
corporation) by reason of the fact that he or she was a director, officer,
employee or agent of the corporation or was serving at the request of the
corporation against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action if he or she acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal action (other than an action
by or in the right of the corporation), has no reasonable cause to believe his
or her conduct was unlawful.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        The following exhibits are filed as part of this Registration Statement:

<TABLE>
<CAPTION>
Number                                  Description
------                                  -----------
<S>          <C>
 4.1         2001 Stock Incentive Plan (incorporated by reference to exhibit
             10.69 to the Registrant's Quarterly Report on Form 10Q, filed on
             August 3, 2001).

 4.2         1998 Stock Incentive Plan (incorporated by reference to exhibit
             10.68 to the Registrant's Quarterly Report on Form 10Q, filed on
             August 3, 2001).

 4.3         1987 Employee Stock Purchase Plan (incorporated by reference to
             exhibit 10.70 to the Registrant's Quarterly Report on Form 10Q,
             filed on August 3, 2001).

 5.1         Opinion of Stradling Yocca Carlson & Rauth, a Professional
             Corporation.

23.1         Consent of Stradling Yocca Carlson & Rauth, a Professional
             Corporation (included in the Opinion
</TABLE>

<PAGE>   5
<TABLE>
<S>          <C>
             filed as Exhibit 5.1).

23.2         Consent of KPMG LLP, independent auditors.

24.1         Power of Attorney (included on the signature page).
</TABLE>

ITEM 9. UNDERTAKINGS.

        (a) 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 (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be included in a
post-effective amendment by these paragraphs is contained in periodic reports
filed with or furnished to the Commission 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c) 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

<PAGE>   6






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>   7




                                   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 Barbara, State of California, on the 28th day
of August, 2001.


                                     FIDELITY NATIONAL FINANCIAL, INC.


                                     By: /s/ WILLIAM P. FOLEY, II
                                        ------------------------------------
                                            William P. Foley, II
                                            Chairman of the Board and Chief
                                            Executive Officer

                                POWER OF ATTORNEY

        We, the undersigned directors and officers of Fidelity National
Financial, Inc., do hereby make, constitute and appoint William P. Foley, II and
Alan L. Stinson, and each of them acting individually, our true and lawful
attorneys-in-fact and agents, with power to act without any other and with full
power of substitution, to do any and all acts and things in our name and behalf
in our capacities as directors and officers, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, or any
related Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact and agents, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

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

<TABLE>
<CAPTION>
             Signature                                 Title                         Date
             ---------                                 -----                         ----
<S>                                       <C>                                <C>


  /s/ WILLIAM P. FOLEY, II                  Chairman of the Board and            August 28, 2001
--------------------------------             Chief Executive Officer
        William P. Foley, II              (Principal Executive Officer)


  /s/ ALAN L. STINSON                       Executive Vice President,            August 28, 2001
--------------------------------             Chief Financial Officer
           Alan L. Stinson                  (Principal Financial and
                                               Accounting Officer)
</TABLE>



<PAGE>   8





<TABLE>
<CAPTION>
             Signature                                 Title                         Date
             ---------                                 -----                         ----
<S>                                       <C>                                <C>


      /s/ Frank P. Willey                           Director                 August 28, 2001
--------------------------------
         Frank P. Willey


    /s/ William A. Imparato                         Director                 August 28, 2001
--------------------------------
       William A. Imparato


       /s/ Donald M. Koll                           Director                 August 28, 2001
--------------------------------
         Donald M. Koll


    /s/ Daniel D. (Ron) Lane                        Director                 August 28, 2001
--------------------------------
      Daniel D. (Ron) Lane


    /s/ General William Lyon                        Director                 August 28, 2001
--------------------------------
      General William Lyon


     /s/ Philip G. Heasley                          Director                 August 28, 2001
--------------------------------
        Philip G. Heasley


                                                    Director                 _________ ___, 2001
--------------------------------
        J. Thomas Talbot


      /s/ Cary H. Thompson                          Director                 August 28, 2001
--------------------------------
        Cary H. Thompson


                                                    Director                 _________ ___, 2001
--------------------------------
       John J. Burns, Jr.
</TABLE>


<PAGE>   9





<TABLE>
<CAPTION>
             Signature                                 Title                         Date
             ---------                                 -----                         ----
<S>                                       <C>                                <C>


      /s/ Richard P. Toft                           Director                 August 28, 2001
--------------------------------
         Richard P. Toft


                                                    Director                 _________ ___, 2001
--------------------------------
        John Farrell, Jr.
</TABLE>



<PAGE>   10




                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Number                                  Description
------                                  -----------
<S>          <C>
 4.1         2001 Stock Incentive Plan (incorporated by reference to exhibit
             10.69 to the Registrant's Quarterly Report on Form 10Q, filed on
             August 3, 2001).

 4.2         1998 Stock Incentive Plan (incorporated by reference to exhibit
             10.68 to the Registrant's Quarterly Report on Form 10Q, filed on
             August 3, 2001).

 4.3         1987 Employee Stock Purchase Plan (incorporated by reference to
             exhibit 10.70 to the Registrant's Quarterly Report on Form 10Q,
             filed on August 3, 2001).

 5.1         Opinion of Stradling Yocca Carlson & Rauth, a Professional
             Corporation.

23.1         Consent of Stradling Yocca Carlson & Rauth, a Professional
             Corporation (included in the Opinion filed as Exhibit 5.1).

23.2         Consent of KPMG LLP, independent auditors.

24.1         Power of Attorney (included on the signature page).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a75443ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 22936}]
{"company-data": {"conformed-name": "FIDELITY NATIONAL FINANCIAL INC /DE/", "cik": "0000809398", "assigned-sic": "6361", "irs-number": "860498599", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68690", "film-number": "1728001"}, "business-address": {"street1": "17911 VON KARMAN AVE", "street2": "STE 300", "city": "IRVINE", "state": "CA", "zip": "92614", "phone": "9496225000"}, "mail-address": {"street1": "MLISS JONES KANE", "street2": "17911 VON KARMAN AVE STE 300", "city": "IRVINE", "state": "CA", "zip": "92614"}}
1

    As Filed With the Securities and Exchange Commission on August 30, 2001
                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON. D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                        FIDELITY NATIONAL FINANCIAL, INC.
             (Exact name of registrant as specified in its charter)
Delaware                                     86-0498599
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)
17911 Von Karman Avenue, Suite 300, Irvine, CA 92614
              ----------------------------------------------------
              (Address of Principal Executive Offices)  (Zip Code)

                                   ----------

                            2001 STOCK INCENTIVE PLAN
                            1998 STOCK INCENTIVE PLAN
                        1987 EMPLOYEE STOCK PURCHASE PLAN
                        ---------------------------------
                            (Full title of the plans)

                                   ----------

                             Peter T. Sadowski, Esq.
                  Executive Vice President and General Counsel
                        Fidelity National Financial, Inc.
              17911 Von Karman Avenue, Suite 300, Irvine, CA 92614
              ----------------------------------------------------
                     (Name and address of agent for service)

                                 (949) 622-5000
                                 --------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                             C. Craig Carlson, Esq.
           Stradling Yocca Carlson & Rauth, a Professional Corporation
      660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
                                 (949) 725-4000
2

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                   Proposed Maximum        Proposed Maximum
Title of Securities          Amount To Be              Offering           Aggregate Offering          Amount of
  To Be Registered          Registered(1)         Price Per Share(2)           Price(2)           Registration Fee
==================================================================================================================
Common Stock,
 $.0001 par value        4,180,000(3) shares            $23.82               $99,567,600            $24,891.90
Common Stock,
 $.0001 par value        2,200,000(4) shares            $23.82              $ 52,404,000            $   13,101
Common Stock,
 $.0001 par value        2,200,000(5) shares            $23.82              $ 52,404,000            $   13,101
==================================================================================================================
  Totals:                   8,580,000 shares                                 $204,375,600            $51,093.90
==================================================================================================================
(1) Also registered hereunder are an indeterminate number of shares which may
    become issuable pursuant to the anti-dilution adjustment provisions of the
    Registrant's 2001 Stock Option Plan (the "2001 Plan") and the 1998 Stock
    Incentive Plan (the "1998 Plan"), and/or which may become issuable under the
    Registrant's 1987 Employee Stock Purchase Plan (the "1987 Plan") by reason
    of any stock dividend, stock split, recapitalization or any other similar
    transaction without receipt of consideration which results in an increase in
    the number of the outstanding shares of Common Stock.

(2) In accordance with Rule 457(h), the aggregate offering price for shares of
    Common Stock available for future grant under the 2001 Plan, the 1998 Plan
    and the 1987 Plan, registered hereby is estimated, solely for purposes of
    calculating the registration fee, on the basis of the price of securities of
    the same class, as determined in accordance with Rule 457(c), using the
    average of the high and low prices reported by the New York Stock Exchange
    for the Common Stock on August 28, 2001, which was $23.82 per share.

(3) Issuable pursuant to the 2001 Plan (adjusted to reflect the Registrant's ten
    percent stock dividend on August 23, 2001 and the automatic annual increases
    in shares eligible under the 2001 Plan through the life of the plan).

(4) Additional shares issuable pursuant to the 1998 Plan (increase adjusted to
    reflect the Registrant's ten percent stock dividend on August 23, 2001). An
    aggregate of 5,588,000 shares of Common Stock available for issuance under
    the 1998 Plan (adjusted to reflect the Registrant's ten percent stock
    dividend on August 23, 2001) were registered on Registration Statements on
    Form S-8 filed on December 26, 2000 (Registration No. 333-52744) and August
    10, 1998 (Registration No. 333-61111).

(5) Additional shares issuable pursuant to the 1987 Plan (increase adjusted to
    reflect the Registrant's ten percent stock dividend on August 23, 2001). An
    aggregate of 9,663,060 shares of Common Stock available for issuance under
    the 1987 Plan (adjusted to reflect the Registrant's stock splits or stock
    dividends on February 2, 1996, January 7, 1997, January 14, 1998, January
    12, 1999 and August 23, 2001) were registered on Registration Statements on
    Form S-8 filed on August 21, 1995 (Registration No. 33-61983), June 22, 1993
    (Registration No. 33-64836), February 13, 1992 (Registration No. 33-45709),
    June 9, 1987 (Registration No. 33-15008) and June 8, 1987 (Registration No.
    33-15027).
3

                                     PART I

        In accordance with the rules and regulations of the Securities and
Exchange Commission, the documents containing the information called for by Part
I of Form S-8 will be sent or given to individuals who participate in the
Fidelity National Financial, Inc. 2001 Stock Incentive Plan, the 1998 Stock
Incentive Plan who have been granted stock options under such plans, and to
individuals who have participated in the 1987 Employee Stock Purchase Plan, and
are not being filed with or included in this Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed by Fidelity National Financial, Inc. (the
"Registrant" or the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference in this registration statement:

        (a)    The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 2000;

        (b)    The Company's Quarterly Reports on Form 10-Q for the quarterly
               periods ended June 30, 2001 and March 31, 2001;

        (c)    The Company's Current Reports on Form 8-K, as filed on August 24,
               2001, August 13, 2001, January 17, 2001 and January 16, 2001;

        (d)    The Company's Proxy Statement as filed on June 19, 2001; and

        (e)    The description of the Registrant's common stock, par value
               $.0001 per share (the "Common Stock"), contained in the
               Registrant's Registration Statement filed under Section 12 of the
               Exchange Act, including any amendment or report filed for the
               purpose of updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents, except as to any
portion of any future annual or quarterly report to stockholders or document
that is not deemed filed under such provisions. For the purposes of this
Registration Statement, any statement in a document incorporated by reference
shall be deemed to be modified or superseded to the extent that a statement
contained in this Registration Statement modifies or supersedes a statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

        The contents of the Registrant's Registration Statements on Form S-8
(Registration Nos. 333-52744, 333-61111, 33-61983, 33-64836, 33-45709, 33-15008,
and 33-15027) are incorporated herein by reference.
4
ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Registrant's Certificate of Incorporation limits, to the maximum
extent permitted by Delaware law, the personal liability of directors for
monetary damages for breach of their fiduciary duties as a director. The
Registrant's Bylaws provide that the Registrant shall indemnify its officers and
directors and may indemnify its employees and other agents to the fullest extent
permitted by Delaware Law.

        Section 145 of the DGCL provides that a corporation may indemnify any
person made a party to an action (other than an action by or in the right of the
corporation) by reason of the fact that he or she was a director, officer,
employee or agent of the corporation or was serving at the request of the
corporation against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action if he or she acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal action (other than an action
by or in the right of the corporation), has no reasonable cause to believe his
or her conduct was unlawful.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        The following exhibits are filed as part of this Registration Statement:
Number                                  Description
------                                  -----------
4.1         2001 Stock Incentive Plan (incorporated by reference to exhibit
             10.69 to the Registrant's Quarterly Report on Form 10Q, filed on
             August 3, 2001).

 4.2         1998 Stock Incentive Plan (incorporated by reference to exhibit
             10.68 to the Registrant's Quarterly Report on Form 10Q, filed on
             August 3, 2001).

 4.3         1987 Employee Stock Purchase Plan (incorporated by reference to
             exhibit 10.70 to the Registrant's Quarterly Report on Form 10Q,
             filed on August 3, 2001).

 5.1         Opinion of Stradling Yocca Carlson & Rauth, a Professional
             Corporation.

23.1         Consent of Stradling Yocca Carlson & Rauth, a Professional
             Corporation (included in the Opinion
5
filed as Exhibit 5.1).

23.2         Consent of KPMG LLP, independent auditors.

24.1         Power of Attorney (included on the signature page).
ITEM 9. UNDERTAKINGS.

        (a) 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 (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be included in a
post-effective amendment by these paragraphs is contained in periodic reports
filed with or furnished to the Commission 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c) 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
6

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.
7

                                   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 Barbara, State of California, on the 28th day
of August, 2001.

                                     FIDELITY NATIONAL FINANCIAL, INC.

                                     By: /s/ WILLIAM P. FOLEY, II
                                        ------------------------------------
                                            William P. Foley, II
                                            Chairman of the Board and Chief
                                            Executive Officer

                                POWER OF ATTORNEY

        We, the undersigned directors and officers of Fidelity National
Financial, Inc., do hereby make, constitute and appoint William P. Foley, II and
Alan L. Stinson, and each of them acting individually, our true and lawful
attorneys-in-fact and agents, with power to act without any other and with full
power of substitution, to do any and all acts and things in our name and behalf
in our capacities as directors and officers, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, or any
related Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact and agents, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                 Title                         Date
             ---------                                 -----                         ----
/s/ WILLIAM P. FOLEY, II                  Chairman of the Board and            August 28, 2001
--------------------------------             Chief Executive Officer
        William P. Foley, II              (Principal Executive Officer)

  /s/ ALAN L. STINSON                       Executive Vice President,            August 28, 2001
--------------------------------             Chief Financial Officer
           Alan L. Stinson                  (Principal Financial and
                                               Accounting Officer)
8
Signature                                 Title                         Date
             ---------                                 -----                         ----
/s/ Frank P. Willey                           Director                 August 28, 2001
--------------------------------
         Frank P. Willey

    /s/ William A. Imparato                         Director                 August 28, 2001
--------------------------------
       William A. Imparato

       /s/ Donald M. Koll                           Director                 August 28, 2001
--------------------------------
         Donald M. Koll

    /s/ Daniel D. (Ron) Lane                        Director                 August 28, 2001
--------------------------------
      Daniel D. (Ron) Lane

    /s/ General William Lyon                        Director                 August 28, 2001
--------------------------------
      General William Lyon

     /s/ Philip G. Heasley                          Director                 August 28, 2001
--------------------------------
        Philip G. Heasley

                                                    Director                 _________ ___, 2001
--------------------------------
        J. Thomas Talbot

      /s/ Cary H. Thompson                          Director                 August 28, 2001
--------------------------------
        Cary H. Thompson

                                                    Director                 _________ ___, 2001
--------------------------------
       John J. Burns, Jr.
9
Signature                                 Title                         Date
             ---------                                 -----                         ----
/s/ Richard P. Toft                           Director                 August 28, 2001
--------------------------------
         Richard P. Toft

                                                    Director                 _________ ___, 2001
--------------------------------
        John Farrell, Jr.
10

                                  EXHIBIT INDEX
Number                                  Description
------                                  -----------
4.1         2001 Stock Incentive Plan (incorporated by reference to exhibit
             10.69 to the Registrant's Quarterly Report on Form 10Q, filed on
             August 3, 2001).

 4.2         1998 Stock Incentive Plan (incorporated by reference to exhibit
             10.68 to the Registrant's Quarterly Report on Form 10Q, filed on
             August 3, 2001).

 4.3         1987 Employee Stock Purchase Plan (incorporated by reference to
             exhibit 10.70 to the Registrant's Quarterly Report on Form 10Q,
             filed on August 3, 2001).

 5.1         Opinion of Stradling Yocca Carlson & Rauth, a Professional
             Corporation.

23.1         Consent of Stradling Yocca Carlson & Rauth, a Professional
             Corporation (included in the Opinion filed as Exhibit 5.1).

23.2         Consent of KPMG LLP, independent auditors.

24.1         Power of Attorney (included on the signature page).