<PAGE>   1

    As Filed With the Securities and Exchange Commission on August 10, 1998

                                                  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)

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

                             1991 STOCK OPTION PLAN
                            1998 STOCK INCENTIVE PLAN
                            (Full title of the plans)

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

                                M'Liss Jones Kane
                    Senior 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.
                             J. Michael Vaughn, Esq.
           Stradling Yocca Carlson & Rauth, a Professional Corporation
      660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
                                 (949) 725-4000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
                                        Proposed Maximum    Proposed Maximum    
Title of Securities    Amount To Be         Offering           Aggregate         Amount of    
 To Be Registered     Registered(1)    Price Per Share(2)  Offering Price(2)  Registration Fee
===============================================================================================
<S>                  <C>                <C>                 <C>               <C>
 Common Stock,
 $.0001 par value   2,800,000 shares(3)     $36.31            $101,668,000        $29,992.06

 Common Stock,          
 $.0001 par value     500,000 shares(4)     $36.31            $ 18,155,000        $ 5,355.73
                                                                                  ----------
       Total                                                                      $35,347.79
===============================================================================================
</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 1998 Stock Incentive Plan (the "1998 Plan") and the 1991
      Stock Option Plan (the "1991 Plan").

(2)   In accordance with Rule 457(h), the aggregate offering price of shares of
      Common Stock 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 7, 1998, which was $36.31 per share.

(3)   Issuable pursuant to the 1998 Plan.

(4)   Additional shares issuable pursuant to the 1991 Plan. An aggregate of
      1,775,000 shares of Common Stock available for issuance under the 1991
      Plan were registered on Registration Statements on Form S-8 filed on
      January 24, 1992 (Registration No. 33-45272), June 23, 1993 (Registration
      No. 33-64834) and August 18, 1994 (Registration No. 33-83026).



<PAGE>   2

                                     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, as amended, for the
               fiscal year ended December 31, 1997;

        (b)    The Company's Quarterly Report on Form 10-Q for the quarterly
               period ended March 31, 1998;

        (c)    The Company's Current Reports on Form 8-K dated February 26,
               1998, as amended, March 19, 1998, March 25, 1998, April 23, 1998,
               May 6, 1998 and June 24, 1998; and

        (d)    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. 33-45272, 33-64834 and 33-83026) are incorporated herein by
reference.

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 


                                      II-1


<PAGE>   3

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        1991 Stock Option Plan, as amended to date.

           4.2        1998 Stock Incentive Plan.

           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 Peat Marwick LLP, independent auditors,
                      with respect to the consolidated financial statements of
                      the Registrant.

          23.3        Consent of Ehrhardt Keefe Steiner & Hottman PC,
                      independent auditors, with respect to the consolidated
                      financial statements of Granite Financial, Inc.

          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;

                      (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



                                      II-2



<PAGE>   4

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 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.




                                      II-3


<PAGE>   5

                                   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 Irvine, State of California, on the 10th day of
August, 1998.


                                             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,
Andrew F. Puzder and Allen D. Meadows, 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>
                                         Chairman of the Board and
/s/ William P. Foley, II                  Chief Executive Officer             August 10, 1998
--------------------------------       (Principal Executive Officer)      
      William P. Foley, II             


/s/ Frank P. Willey
--------------------------------           President and Director             August 10, 1998
         Frank P. Willey                                                  



/s/ Allen D. Meadows                    Executive Vice President and
--------------------------------          Chief Financial Officer             August 10, 1998
        Allen D. Meadows              (Principal Financial Officer and    
                                       Principal Accounting Officer)


/s/ William A. Imparato                           Director                    August 10, 1998
--------------------------------                                          
       William A. Imparato

</TABLE>


<PAGE>   6

<TABLE>
<CAPTION>

<S>                                          <C>                         <C>
/s/ Donald M. Koll                                Director                   August 10, 1998
--------------------------------                                          
         Donald M. Koll


                                                  Director                             , 1998
--------------------------------                                          -------------
         Daniel D. Lane


                                                  Director                             , 1998
--------------------------------                                          -------------
      General William Lyon


                                                  Director                             , 1998
--------------------------------                                          -------------
        Stephen C. Mahood


/s/ J. Thomas Talbot                              Director                   August 10, 1998
--------------------------------                                          
        J. Thomas Talbot


/s/ Cary H. Thompson                              Director                   August 10, 1998
--------------------------------                                          
        Cary H. Thompson


/s/ William W. Wehner                             Director                   August 10, 1998
--------------------------------                                          
        William W. Wehner
</TABLE>




<PAGE>   7

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
  Exhibit
  Number           Description
  -------          -----------
<S>                <C>
    4.1            1991 Stock Option Plan, as amended to date.

    4.2            1998 Stock Incentive Plan.

    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 Peat Marwick LLP, independent auditors, with
                   respect to the consolidated financial statements of the
                   Registrant.

   23.3            Consent of Ehrhardt Keefe Steiner & Hottman PC,
                   independent auditors, with respect to the consolidated
                   financial statements of Granite Financial, Inc.

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

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19618}]
{"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": "333-61111", "film-number": "98681439"}, "business-address": {"street1": "17911 VON KARMAN AVE", "street2": "STE 300", "city": "IRVINE", "state": "CA", "zip": "92614", "phone": "7146225000"}, "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 10, 1998

                                                  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)

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

                             1991 STOCK OPTION PLAN
                            1998 STOCK INCENTIVE PLAN
                            (Full title of the plans)

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

                                M'Liss Jones Kane
                    Senior 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.
                             J. Michael Vaughn, Esq.
           Stradling Yocca Carlson & Rauth, a Professional Corporation
      660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
                                 (949) 725-4000

                         CALCULATION OF REGISTRATION FEE
===============================================================================================
                                        Proposed Maximum    Proposed Maximum    
Title of Securities    Amount To Be         Offering           Aggregate         Amount of    
 To Be Registered     Registered(1)    Price Per Share(2)  Offering Price(2)  Registration Fee
===============================================================================================
Common Stock,
 $.0001 par value   2,800,000 shares(3)     $36.31            $101,668,000        $29,992.06

 Common Stock,          
 $.0001 par value     500,000 shares(4)     $36.31            $ 18,155,000        $ 5,355.73
                                                                                  ----------
       Total                                                                      $35,347.79
===============================================================================================
(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 1998 Stock Incentive Plan (the "1998 Plan") and the 1991
      Stock Option Plan (the "1991 Plan").

(2)   In accordance with Rule 457(h), the aggregate offering price of shares of
      Common Stock 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 7, 1998, which was $36.31 per share.

(3)   Issuable pursuant to the 1998 Plan.

(4)   Additional shares issuable pursuant to the 1991 Plan. An aggregate of
      1,775,000 shares of Common Stock available for issuance under the 1991
      Plan were registered on Registration Statements on Form S-8 filed on
      January 24, 1992 (Registration No. 33-45272), June 23, 1993 (Registration
      No. 33-64834) and August 18, 1994 (Registration No. 33-83026).
2

                                     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, as amended, for the
               fiscal year ended December 31, 1997;

        (b)    The Company's Quarterly Report on Form 10-Q for the quarterly
               period ended March 31, 1998;

        (c)    The Company's Current Reports on Form 8-K dated February 26,
               1998, as amended, March 19, 1998, March 25, 1998, April 23, 1998,
               May 6, 1998 and June 24, 1998; and

        (d)    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. 33-45272, 33-64834 and 33-83026) are incorporated herein by
reference.

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 

                                      II-1
3

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        1991 Stock Option Plan, as amended to date.

           4.2        1998 Stock Incentive Plan.

           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 Peat Marwick LLP, independent auditors,
                      with respect to the consolidated financial statements of
                      the Registrant.

          23.3        Consent of Ehrhardt Keefe Steiner & Hottman PC,
                      independent auditors, with respect to the consolidated
                      financial statements of Granite Financial, Inc.

          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;

                      (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

                                      II-2
4

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 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.

                                      II-3
5

                                   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 Irvine, State of California, on the 10th day of
August, 1998.

                                             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,
Andrew F. Puzder and Allen D. Meadows, 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
          ---------                               -----                           ----
Chairman of the Board and
/s/ William P. Foley, II                  Chief Executive Officer             August 10, 1998
--------------------------------       (Principal Executive Officer)      
      William P. Foley, II             

/s/ Frank P. Willey
--------------------------------           President and Director             August 10, 1998
         Frank P. Willey                                                  

/s/ Allen D. Meadows                    Executive Vice President and
--------------------------------          Chief Financial Officer             August 10, 1998
        Allen D. Meadows              (Principal Financial Officer and    
                                       Principal Accounting Officer)

/s/ William A. Imparato                           Director                    August 10, 1998
--------------------------------                                          
       William A. Imparato
6
/s/ Donald M. Koll                                Director                   August 10, 1998
--------------------------------                                          
         Donald M. Koll

                                                  Director                             , 1998
--------------------------------                                          -------------
         Daniel D. Lane

                                                  Director                             , 1998
--------------------------------                                          -------------
      General William Lyon

                                                  Director                             , 1998
--------------------------------                                          -------------
        Stephen C. Mahood

/s/ J. Thomas Talbot                              Director                   August 10, 1998
--------------------------------                                          
        J. Thomas Talbot

/s/ Cary H. Thompson                              Director                   August 10, 1998
--------------------------------                                          
        Cary H. Thompson

/s/ William W. Wehner                             Director                   August 10, 1998
--------------------------------                                          
        William W. Wehner
7

                                  EXHIBIT INDEX
Exhibit
  Number           Description
  -------          -----------
4.1            1991 Stock Option Plan, as amended to date.

    4.2            1998 Stock Incentive Plan.

    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 Peat Marwick LLP, independent auditors, with
                   respect to the consolidated financial statements of the
                   Registrant.

   23.3            Consent of Ehrhardt Keefe Steiner & Hottman PC,
                   independent auditors, with respect to the consolidated
                   financial statements of Granite Financial, Inc.

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