<PAGE>   1
      As filed with the Securities and Exchange Commission on March 9, 1999
                                                   Registration Number 333-_____


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




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




                            CHICAGO TITLE CORPORATION
             (Exact name of registrant as specified in its charter)

                 Delaware                                36-4217886
     (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                Identification Number)

          171 North Clark Street                          60601-3294
            Chicago, Illinois                             (Zip Code)
(Address of Principal Executive Offices)

                   CHICAGO TITLE CORPORATION AND SUBSIDIARIES
                           1999 ANNUAL INCENTIVE PLAN
                            (Full Title of the Plan)

                            Paul T. Sands, Jr., Esq.
                    Executive Vice President, General Counsel
                                  and Secretary
                            Chicago Title Corporation
                             171 North Clark Street
                          Chicago, Illinois 60601-3294
                                 (312) 223-2000
            (Name, address and telephone number of agent for service)


                                   Copies to:
                              Linda E. Ransom, Esq.
                              Dewey Ballantine LLP
                           1301 Avenue of the Americas
                          New York, New York 10019-6092
                                 (212) 259-8000
<PAGE>   2
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================================
                                                    PROPOSED MAXIMUM       PROPOSED MAXIMUM                           
 TITLE OF SECURITIES TO       AMOUNT TO BE         OFFERING PRICE PER     AGGREGATE OFFERING          AMOUNT OF
     BE REGISTERED             REGISTERED               UNIT (1)               PRICE (1)          REGISTRATION FEE
======================================================================================================================
<S>                           <C>                  <C>                    <C>                     <C>
Common Stock,                                                                                                         
    par value $1.00 per                                                                                               
    share                        80,000                 $33.4375              $2,675,000               $743.65
======================================================================================================================
</TABLE>

(1)      Estimated for the sole purpose of computing the registration fee.
         Pursuant to Rules 457(c) and 457(h) under the Securities Act, the
         proposed maximum offering price per unit is calculated as the average
         of the high and low prices, reported by the New York Stock Exchange,
         Inc., of the common stock of the registrant as of March 3, 1999.
<PAGE>   3
                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed with the Securities and Exchange
Commission by Chicago Title Corporation ("Chicago Title") (File No. 1-13995) are
incorporated herein by reference and made a part hereof:

         (a)    Chicago Title's Registration Statement on Form 10, as amended,
                filed pursuant to Section 12 of the Securities Exchange Act of
                1934, as amended (the "Exchange Act"), including the description
                of the Common Stock of Chicago Title contained in such
                Registration Statement on Form 10; such description is qualified
                in its entirety by reference to the (i) Certificate of
                Incorporation of Chicago Title, filed as Exhibit 3.1 to Chicago
                Title's Registration Statement on Form 10, and (ii) By-Laws of
                Chicago Title, filed as Exhibit 3.2 to this Registration
                Statement, and any amendment or report filed for the purpose of
                updating that description;

         (b)    Chicago Title's Quarterly Reports on Form 10-Q for the quarters
                ended June 30, 1998 and September 30, 1998; and

         (c)    Chicago Title's Current Report on Form 8-K dated June 18, 1998.

                  All documents filed by Chicago Title pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which 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.

                  The consolidated financial statements of Chicago Title and
Trust Company ("CT&T") and its subsidiaries included in Chicago Title's
Registration Statement on Form 10 have been incorporated herein by reference in
reliance upon the report, also incorporated herein by reference, of KPMG LLP,
independent auditors, given on their authority as experts in auditing and
accounting.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

                                      II-1
<PAGE>   4
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Chicago Title is a Delaware corporation. Reference is made to
Section 145 of the Delaware General Corporation Law as to indemnification by
Chicago Title of its officers and directors. The general effect of such law is
to empower a corporation to indemnify any of its officers and directors against
certain expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person to be indemnified
in connection with certain actions, suits or proceedings (threatened, pending or
completed) if the person to be indemnified 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 or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

                  Article Ninth of Chicago Title's Certificate of Incorporation
(which Certificate of Incorporation was filed as Exhibit 3.1 to Chicago Title's
Registration Statement on Form 10), provides for the indemnification of Chicago
Title's officers and directors in accordance with the Delaware General
Corporation Law, and includes, as permitted by the Delaware General Corporation
Law, certain limitations on the potential personal liability of members of
Chicago Title's Board of Directors for monetary damages as a result of actions
taken in their capacity as Board members.

                  The directors and officers of Chicago Title are covered by
insurance policies indemnifying them against certain liabilities arising under
the Securities Act, which might be incurred by them in such capacities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

                  The documents listed hereunder are filed as exhibits hereto.

Exhibit Number                         Description

        3.2                            By-Laws of Chicago Title Corporation.

        5                              Opinion and Consent of Dewey Ballantine
                                       LLP.

       23.1                            Consent of Dewey Ballantine LLP (included
                                       in Exhibit 5 hereto).

       23.2                            Consent of KPMG LLP.

       24                              Power of Attorney.

       99                              Chicago Title Corporation and
                                       Subsidiaries 1999 Annual Incentive Plan.

                                      II-2
<PAGE>   5
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) do not apply if the
information required to be included in a post-effective amendment by those
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 (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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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

                                      II-3
<PAGE>   6
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-4
<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 Chicago, State of Illinois, on the 9th day of
March, 1999.

                                       CHICAGO TITLE CORPORATION


                                       By:  /s/ John Rau
                                          -------------------------------------
                                                John Rau
                                          President and Chief Executive Officer
                                             


                  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 dates indicated.



<TABLE>
<CAPTION>
<S>                         <C>
Date:  March 9, 1999        By:             /s/ John Rau
                                ---------------------------------------------
                                                 John Rau
                                President, Chief Executive Officer and Director
                                         (principal executive officer)


Date:  March 9, 1999        By:             /s/ Peter G. Leemputte
                                  -------------------------------------------
                                               Peter G. Leemputte
                                           Executive Vice President,
                                        Chief Administrative Officer and
                                            Chief Financial Officer
                                         (principal financial officer)


Date:  March 9, 1999        By:             /s/ Bryan R. Willis
                                  -------------------------------------------
                                                Bryan R. Willis
                                    Vice President and Corporate Controller


Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                                Norman R Bobins
                                                    Director


Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                               John J. Burns, Jr.
                                                    Director
</TABLE>
<PAGE>   8
<TABLE>
<CAPTION>
<S>                         <C>
Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                                Peter H. Dailey
                                                    Director


Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                                 Robert M. Hart
                                                    Director


Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                               Philip G. Heasley
                                                    Director


Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                              Allan P. Kirby, Jr.
                                                    Director


Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                               M. Leanne Lachman
                                                    Director


Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                                William K. Lavin
                                                    Director


Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                                Lawrence F. Levy
                                                    Director


Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                              Margaret P. MacKimm
                                                    Director


Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                                Langdon D. Neal
                                                    Director
</TABLE>
<PAGE>   9
<TABLE>
<CAPTION>
<S>                         <C>
Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                                 Alan N. Prince
                                                    Director


Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                                Richard P. Toft
                                                      Director



              *By:         /s/ Paul T. Sands, Jr.
                     -------------------------------------------
                               Paul T. Sands, Jr.
                                Attorney-in-Fact
</TABLE>
<PAGE>   10
                                INDEX TO EXHIBITS

Exhibit Number                         Description

        3.2                            By-Laws of Chicago Title Corporation.

        5                              Opinion and Consent of Dewey Ballantine
                                       LLP.

       23.1                            Consent of Dewey Ballantine LLP 
                                       (included in Exhibit 5 hereto).

       23.2                            Consent of KPMG LLP.

       24                              Power of Attorney.

       99                              Chicago Title Corporation and 
                                       Subsidiaries 1999 Annual Incentive Plan.
[{"type": "S-8", "sequence": "1", "description": "CHICAGO TITLE CORPORATION", "secsgml_size_bytes": 19461}]
{"company-data": {"conformed-name": "CHICAGO TITLE CORP", "cik": "0001058575", "assigned-sic": "6361", "irs-number": "364217886", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74133", "film-number": "99560943"}, "business-address": {"street1": "171 NORTH CLARK ST", "city": "CHICAGO", "state": "IL", "zip": "60601-3292", "phone": "3122232000"}, "mail-address": {"street1": "171 NORTH CLARK ST", "city": "CHICAGO", "state": "IL", "zip": "60601-3292"}}
1
      As filed with the Securities and Exchange Commission on March 9, 1999
                                                   Registration Number 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                            CHICAGO TITLE CORPORATION
             (Exact name of registrant as specified in its charter)

                 Delaware                                36-4217886
     (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                Identification Number)

          171 North Clark Street                          60601-3294
            Chicago, Illinois                             (Zip Code)
(Address of Principal Executive Offices)

                   CHICAGO TITLE CORPORATION AND SUBSIDIARIES
                           1999 ANNUAL INCENTIVE PLAN
                            (Full Title of the Plan)

                            Paul T. Sands, Jr., Esq.
                    Executive Vice President, General Counsel
                                  and Secretary
                            Chicago Title Corporation
                             171 North Clark Street
                          Chicago, Illinois 60601-3294
                                 (312) 223-2000
            (Name, address and telephone number of agent for service)

                                   Copies to:
                              Linda E. Ransom, Esq.
                              Dewey Ballantine LLP
                           1301 Avenue of the Americas
                          New York, New York 10019-6092
                                 (212) 259-8000
2
                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                    PROPOSED MAXIMUM       PROPOSED MAXIMUM                           
 TITLE OF SECURITIES TO       AMOUNT TO BE         OFFERING PRICE PER     AGGREGATE OFFERING          AMOUNT OF
     BE REGISTERED             REGISTERED               UNIT (1)               PRICE (1)          REGISTRATION FEE
======================================================================================================================
Common Stock,                                                                                                         
    par value $1.00 per                                                                                               
    share                        80,000                 $33.4375              $2,675,000               $743.65
======================================================================================================================
(1)      Estimated for the sole purpose of computing the registration fee.
         Pursuant to Rules 457(c) and 457(h) under the Securities Act, the
         proposed maximum offering price per unit is calculated as the average
         of the high and low prices, reported by the New York Stock Exchange,
         Inc., of the common stock of the registrant as of March 3, 1999.
3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed with the Securities and Exchange
Commission by Chicago Title Corporation ("Chicago Title") (File No. 1-13995) are
incorporated herein by reference and made a part hereof:

         (a)    Chicago Title's Registration Statement on Form 10, as amended,
                filed pursuant to Section 12 of the Securities Exchange Act of
                1934, as amended (the "Exchange Act"), including the description
                of the Common Stock of Chicago Title contained in such
                Registration Statement on Form 10; such description is qualified
                in its entirety by reference to the (i) Certificate of
                Incorporation of Chicago Title, filed as Exhibit 3.1 to Chicago
                Title's Registration Statement on Form 10, and (ii) By-Laws of
                Chicago Title, filed as Exhibit 3.2 to this Registration
                Statement, and any amendment or report filed for the purpose of
                updating that description;

         (b)    Chicago Title's Quarterly Reports on Form 10-Q for the quarters
                ended June 30, 1998 and September 30, 1998; and

         (c)    Chicago Title's Current Report on Form 8-K dated June 18, 1998.

                  All documents filed by Chicago Title pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which 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.

                  The consolidated financial statements of Chicago Title and
Trust Company ("CT&T") and its subsidiaries included in Chicago Title's
Registration Statement on Form 10 have been incorporated herein by reference in
reliance upon the report, also incorporated herein by reference, of KPMG LLP,
independent auditors, given on their authority as experts in auditing and
accounting.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

                                      II-1
4
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Chicago Title is a Delaware corporation. Reference is made to
Section 145 of the Delaware General Corporation Law as to indemnification by
Chicago Title of its officers and directors. The general effect of such law is
to empower a corporation to indemnify any of its officers and directors against
certain expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person to be indemnified
in connection with certain actions, suits or proceedings (threatened, pending or
completed) if the person to be indemnified 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 or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

                  Article Ninth of Chicago Title's Certificate of Incorporation
(which Certificate of Incorporation was filed as Exhibit 3.1 to Chicago Title's
Registration Statement on Form 10), provides for the indemnification of Chicago
Title's officers and directors in accordance with the Delaware General
Corporation Law, and includes, as permitted by the Delaware General Corporation
Law, certain limitations on the potential personal liability of members of
Chicago Title's Board of Directors for monetary damages as a result of actions
taken in their capacity as Board members.

                  The directors and officers of Chicago Title are covered by
insurance policies indemnifying them against certain liabilities arising under
the Securities Act, which might be incurred by them in such capacities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

                  The documents listed hereunder are filed as exhibits hereto.

Exhibit Number                         Description

        3.2                            By-Laws of Chicago Title Corporation.

        5                              Opinion and Consent of Dewey Ballantine
                                       LLP.

       23.1                            Consent of Dewey Ballantine LLP (included
                                       in Exhibit 5 hereto).

       23.2                            Consent of KPMG LLP.

       24                              Power of Attorney.

       99                              Chicago Title Corporation and
                                       Subsidiaries 1999 Annual Incentive Plan.

                                      II-2
5
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) do not apply if the
information required to be included in a post-effective amendment by those
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 (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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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

                                      II-3
6
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-4
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 Chicago, State of Illinois, on the 9th day of
March, 1999.

                                       CHICAGO TITLE CORPORATION

                                       By:  /s/ John Rau
                                          -------------------------------------
                                                John Rau
                                          President and Chief Executive Officer
                                             

                  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 dates indicated.
Date:  March 9, 1999        By:             /s/ John Rau
                                ---------------------------------------------
                                                 John Rau
                                President, Chief Executive Officer and Director
                                         (principal executive officer)

Date:  March 9, 1999        By:             /s/ Peter G. Leemputte
                                  -------------------------------------------
                                               Peter G. Leemputte
                                           Executive Vice President,
                                        Chief Administrative Officer and
                                            Chief Financial Officer
                                         (principal financial officer)

Date:  March 9, 1999        By:             /s/ Bryan R. Willis
                                  -------------------------------------------
                                                Bryan R. Willis
                                    Vice President and Corporate Controller

Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                                Norman R Bobins
                                                    Director

Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                               John J. Burns, Jr.
                                                    Director
8
Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                                Peter H. Dailey
                                                    Director

Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                                 Robert M. Hart
                                                    Director

Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                               Philip G. Heasley
                                                    Director

Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                              Allan P. Kirby, Jr.
                                                    Director

Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                               M. Leanne Lachman
                                                    Director

Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                                William K. Lavin
                                                    Director

Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                                Lawrence F. Levy
                                                    Director

Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                              Margaret P. MacKimm
                                                    Director

Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                                Langdon D. Neal
                                                    Director
9
Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                                 Alan N. Prince
                                                    Director

Date:  March 9, 1999        By:                                        *
                                  -------------------------------------------
                                                Richard P. Toft
                                                      Director

              *By:         /s/ Paul T. Sands, Jr.
                     -------------------------------------------
                               Paul T. Sands, Jr.
                                Attorney-in-Fact
10
                                INDEX TO EXHIBITS

Exhibit Number                         Description

        3.2                            By-Laws of Chicago Title Corporation.

        5                              Opinion and Consent of Dewey Ballantine
                                       LLP.

       23.1                            Consent of Dewey Ballantine LLP 
                                       (included in Exhibit 5 hereto).

       23.2                            Consent of KPMG LLP.

       24                              Power of Attorney.

       99                              Chicago Title Corporation and 
                                       Subsidiaries 1999 Annual Incentive Plan.