<PAGE>   1

      As filed with the Securities and Exchange Commission on June 15, 1998
                                                   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
            (State or other
            jurisdiction of                           36-4217886
             incorporation                         (I.R.S. Employer
           or organization)                     Identification Number)

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

         CHICAGO TITLE AND TRUST COMPANY SAVINGS AND PROFIT SHARING PLAN
                            (Full Title of the Plan)

                            Paul T. Sands, Jr., Esq.
                            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:
                             Aileen C. Meehan, 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         
    Title Of                        Offering       Maximum            Amount Of
 Securities To    Amount To Be      Price Per      Aggregate        Registration
 Be Registered(1)  Registered       Unit(2)    Offering Price(2)         Fee
--------------------------------------------------------------------------------
<S>                 <C>               <C>        <C>                <C>       
Common Stock,
   par value
   $1.00 per
   share              170,000         $49         $8,330,000        $2,457.35
================================================================================
</TABLE>

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

(2) Estimated 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 June 10, 1998.
<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) or
the Chicago Title and Trust Company Savings and Profit Sharing Plan (the "CT&T
Savings Plan") are incorporated herein by reference and made a part hereof:

      1.    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 and (ii) By-Laws of Chicago Title, filed as Exhibits 3.1 and
            3.2, respectively, to this Registration Statement, and any amendment
            or report filed for the purpose of updating that description; and

      2.    The CT&T Savings Plan Annual Report on Form 11-K for the year ended
            December 31, 1996 (the "1996 Form 11-K") filed pursuant to Section
            15(d) of the Exchange Act.

            All documents filed by Chicago Title or the CT&T Savings Plan
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 and the financial statements of the CT&T Savings Plan
included in the 1996 Form 11-K have been incorporated herein by reference in
reliance upon the reports, also incorporated herein by reference, of KPMG Peat
Marwick LLP, independent certified public accountants, 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. CT&T and The Chicago Trust
Company ("TCTC") are Illinois corporations and may be deemed to be controlling
persons of the CT&T Savings Plan. Reference is made to Section 145 of the
Delaware General Corporation Law as to indemnification by Chicago Title of its
officers and directors and to Article 8, Section 8.75 of the Illinois Business
Corporation Act of 1983 as to indemnification by CT&T and TCTC of their
respective officers and directors. The general effect of such laws 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 is incorporated by reference as Exhibit 3.1 to this
Registration Statement), 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. Article Six, Section 10 of CT&T's By-laws provides
for the indemnification of CT&T's officers and directors in accordance with the
Illinois Business Corporation Act of 1983. Article 5 of TCTC's By-laws provides
for the indemnification of TCTC's officers and directors in accordance with the
Illinois Business Corporation Act of 1983.

            The Chicago Title and Trust Company Savings and Profit Sharing Trust
(the "Trust Agreement") provides that to the extent permitted by law, CT&T,
TCTC, successor through corporate reorganization to CT&T in its fiduciary
capacity (the "Trustee"), any of the Trustee's employees that serve on the
committee (the "Committee") which, with CT&T, jointly administers the CT&T
Savings Plan, and any directors, officers and employees of any employer
participating in the CT&T Savings Plan (an "Employer") shall not be personally
liable for any act done or omitted to be done in good faith in the
administration of the trust (the "Trust") created by the Trust Agreement or the
CT&T Savings Plan. The Trust Agreement further provides that any employee of an
Employer that serves on the Committee, the directors and officers of any
Employer, and Committee members shall be indemnified and saved harmless from and
against any and all liability or claim of liability to which any of them may be
subjected by reason of any act done or omitted to be done in good faith in
connection with the administration of the CT&T Savings Plan or the Trust, or the
investment of the Trust fund. The Trustee shall be indemnified and saved
harmless by the Employers with respect to any liability or claim of liability to
which the Trustee may be subjected by reason of its good faith compliance with
any directions given in accordance with the provisions of the CT&T Savings Plan
or the provisions of the Trust by an investment manager, the Committee, CT&T or
any person duly authorized by CT&T, or by reason of its failure to take action
with respect to any assets of the Trust fund which are subject to investment
direction from an investment manager in the absence of direction.


                                      II-2
<PAGE>   5

            The directors and officers of Chicago Title, CT&T and TCTC 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
--------------          -----------

      3.1               Certificate of Incorporation of Chicago Title, as filed
                        with the Secretary of State of the State of Delaware on
                        March 26, 1998, filed as Exhibit 3.1 to Chicago Title's
                        Registration Statement on Form 10, is incorporated
                        herein by reference.

      3.2               By-Laws of Chicago Title, filed as Exhibit 3.2 to
                        Chicago Title's Registration Statement on Form 10, are
                        incorporated herein by reference.

      4.1(a)            Chicago Title and Trust Company Savings and Profit
                        Sharing Plan as amended January 19, 1996, filed as
                        Exhibit 4.1 to Alleghany Corporation's Registration
                        Statement on Form S-8 (Registration No. 333-323), is
                        incorporated herein by reference.

      4.1(b)            Description of amendment to Chicago Title and Trust
                        Company Savings and Profit Sharing Plan, effective
                        January 19, 1996.

      4.1(c)            Fifth Amendment to Chicago Title and Trust Company
                        Savings and Profit Sharing Plan, dated June 8, 1998.

      4.2(a)            Chicago Title and Trust Company Savings and Profit
                        Sharing Trust as amended January 18, 1996, filed as
                        Exhibit 4.2 to Alleghany Corporation's Registration
                        Statement on Form S-8 (Registration No. 333-323), is
                        incorporated herein by reference.

      4.2(b)            Third Amendment to Chicago Title and Trust Company
                        Savings and Profit Sharing Trust, dated June 8, 1998.

      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 Peat Marwick LLP.


                                      II-3
<PAGE>   6

            Chicago Title will cause the CT&T Savings Plan, as amended to date,
to be submitted to the Internal Revenue Service ("IRS") in a timely manner and
will cause to be made all changes required by the IRS in order to qualify such
plan.

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 


                                      II-4
<PAGE>   7

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-5
<PAGE>   8

                                   SIGNATURES

            The Registrant. 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 New York, State of New York, on the 15th day of
June, 1998.

                                    CHICAGO TITLE CORPORATION


                                    By:    /s/ Peter R. Sismondo
                                       ---------------------------------
                                               Peter R. Sismondo
                                            President and Secretary

            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: June 15, 1998                     By:   /s/ John J. Burns, Jr.
                                           --------------------------------
                                                  John J. Burns, Jr.
                                                       Director


Date: June 15, 1998                     By:     /s/ Robert M. Hart
                                           --------------------------------
                                                    Robert M. Hart
                                                       Director


Date: June 15, 1998                     By:    /s/ Peter R. Sismondo
                                           --------------------------------
                                                   Peter R. Sismondo
                                           Director, President and Secretary
                                             (Principal executive officer,
                                              principal financial officer
                                           and principal accounting officer)
<PAGE>   9

            The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustee of the CT&T Savings Plan 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 15th day of June,
1998.

                                    CHICAGO TITLE AND TRUST COMPANY
                                    SAVINGS AND PROFIT SHARING PLAN


                                    By:     /s/ Seymour A. Newman
                                       ------------------------------------
                                                Seymour A. Newman
                                       Senior Vice President, Chief Financial
                                         Officer and Treasurer, The Chicago
                                                   Trust Company
<PAGE>   10

                                INDEX TO EXHIBITS

Exhibit Number          Description
--------------          -----------

      3.1               Certificate of Incorporation of Chicago Title, as filed
                        with the Secretary of State of the State of Delaware on
                        March 26, 1998, filed as Exhibit 3.1 to Chicago Title's
                        Registration Statement on Form 10, is incorporated
                        herein by reference.

      3.2               By-Laws of Chicago Title, filed as Exhibit 3.2 to
                        Chicago Title's Registration Statement on Form 10, are
                        incorporated herein by reference.

      4.1(a)            Chicago Title and Trust Company Savings and Profit
                        Sharing Plan as amended January 19, 1996, filed as
                        Exhibit 4.1 to Alleghany Corporation's Registration
                        Statement on Form S-8 (Registration No. 333-323), is
                        incorporated herein by reference.

      4.1(b)            Description of amendment to Chicago Title and Trust
                        Company Savings and Profit Sharing Plan, effective
                        January 19, 1996.

      4.1(c)            Fifth Amendment to Chicago Title and Trust Company
                        Savings and Profit Sharing Plan, dated June 8, 1998.

      4.2(a)            Chicago Title and Trust Company Savings and Profit
                        Sharing Trust as amended January 18, 1996, filed as
                        Exhibit 4.2 to Alleghany Corporation's Registration
                        Statement on Form S-8 (Registration No. 333-323), is
                        incorporated herein by reference.

      4.2(b)            Third Amendment to Chicago Title and Trust Company
                        Savings and Profit Sharing Trust, dated June 8, 1998.

      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 Peat Marwick LLP.
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{"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": "333-56843", "film-number": "98648177"}, "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 June 15, 1998
                                                   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
            (State or other
            jurisdiction of                           36-4217886
             incorporation                         (I.R.S. Employer
           or organization)                     Identification Number)

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

         CHICAGO TITLE AND TRUST COMPANY SAVINGS AND PROFIT SHARING PLAN
                            (Full Title of the Plan)

                            Paul T. Sands, Jr., Esq.
                            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:
                             Aileen C. Meehan, 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         
    Title Of                        Offering       Maximum            Amount Of
 Securities To    Amount To Be      Price Per      Aggregate        Registration
 Be Registered(1)  Registered       Unit(2)    Offering Price(2)         Fee
--------------------------------------------------------------------------------
Common Stock,
   par value
   $1.00 per
   share              170,000         $49         $8,330,000        $2,457.35
================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
    amended (the "Securities Act"), this registration statement also covers an
    indeterminate amount of interests to be offered or sold pursuant to the
    employee benefit plan described herein.

(2) Estimated 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 June 10, 1998.
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) or
the Chicago Title and Trust Company Savings and Profit Sharing Plan (the "CT&T
Savings Plan") are incorporated herein by reference and made a part hereof:

      1.    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 and (ii) By-Laws of Chicago Title, filed as Exhibits 3.1 and
            3.2, respectively, to this Registration Statement, and any amendment
            or report filed for the purpose of updating that description; and

      2.    The CT&T Savings Plan Annual Report on Form 11-K for the year ended
            December 31, 1996 (the "1996 Form 11-K") filed pursuant to Section
            15(d) of the Exchange Act.

            All documents filed by Chicago Title or the CT&T Savings Plan
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 and the financial statements of the CT&T Savings Plan
included in the 1996 Form 11-K have been incorporated herein by reference in
reliance upon the reports, also incorporated herein by reference, of KPMG Peat
Marwick LLP, independent certified public accountants, 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. CT&T and The Chicago Trust
Company ("TCTC") are Illinois corporations and may be deemed to be controlling
persons of the CT&T Savings Plan. Reference is made to Section 145 of the
Delaware General Corporation Law as to indemnification by Chicago Title of its
officers and directors and to Article 8, Section 8.75 of the Illinois Business
Corporation Act of 1983 as to indemnification by CT&T and TCTC of their
respective officers and directors. The general effect of such laws 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 is incorporated by reference as Exhibit 3.1 to this
Registration Statement), 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. Article Six, Section 10 of CT&T's By-laws provides
for the indemnification of CT&T's officers and directors in accordance with the
Illinois Business Corporation Act of 1983. Article 5 of TCTC's By-laws provides
for the indemnification of TCTC's officers and directors in accordance with the
Illinois Business Corporation Act of 1983.

            The Chicago Title and Trust Company Savings and Profit Sharing Trust
(the "Trust Agreement") provides that to the extent permitted by law, CT&T,
TCTC, successor through corporate reorganization to CT&T in its fiduciary
capacity (the "Trustee"), any of the Trustee's employees that serve on the
committee (the "Committee") which, with CT&T, jointly administers the CT&T
Savings Plan, and any directors, officers and employees of any employer
participating in the CT&T Savings Plan (an "Employer") shall not be personally
liable for any act done or omitted to be done in good faith in the
administration of the trust (the "Trust") created by the Trust Agreement or the
CT&T Savings Plan. The Trust Agreement further provides that any employee of an
Employer that serves on the Committee, the directors and officers of any
Employer, and Committee members shall be indemnified and saved harmless from and
against any and all liability or claim of liability to which any of them may be
subjected by reason of any act done or omitted to be done in good faith in
connection with the administration of the CT&T Savings Plan or the Trust, or the
investment of the Trust fund. The Trustee shall be indemnified and saved
harmless by the Employers with respect to any liability or claim of liability to
which the Trustee may be subjected by reason of its good faith compliance with
any directions given in accordance with the provisions of the CT&T Savings Plan
or the provisions of the Trust by an investment manager, the Committee, CT&T or
any person duly authorized by CT&T, or by reason of its failure to take action
with respect to any assets of the Trust fund which are subject to investment
direction from an investment manager in the absence of direction.

                                      II-2
5

            The directors and officers of Chicago Title, CT&T and TCTC 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
--------------          -----------

      3.1               Certificate of Incorporation of Chicago Title, as filed
                        with the Secretary of State of the State of Delaware on
                        March 26, 1998, filed as Exhibit 3.1 to Chicago Title's
                        Registration Statement on Form 10, is incorporated
                        herein by reference.

      3.2               By-Laws of Chicago Title, filed as Exhibit 3.2 to
                        Chicago Title's Registration Statement on Form 10, are
                        incorporated herein by reference.

      4.1(a)            Chicago Title and Trust Company Savings and Profit
                        Sharing Plan as amended January 19, 1996, filed as
                        Exhibit 4.1 to Alleghany Corporation's Registration
                        Statement on Form S-8 (Registration No. 333-323), is
                        incorporated herein by reference.

      4.1(b)            Description of amendment to Chicago Title and Trust
                        Company Savings and Profit Sharing Plan, effective
                        January 19, 1996.

      4.1(c)            Fifth Amendment to Chicago Title and Trust Company
                        Savings and Profit Sharing Plan, dated June 8, 1998.

      4.2(a)            Chicago Title and Trust Company Savings and Profit
                        Sharing Trust as amended January 18, 1996, filed as
                        Exhibit 4.2 to Alleghany Corporation's Registration
                        Statement on Form S-8 (Registration No. 333-323), is
                        incorporated herein by reference.

      4.2(b)            Third Amendment to Chicago Title and Trust Company
                        Savings and Profit Sharing Trust, dated June 8, 1998.

      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 Peat Marwick LLP.

                                      II-3
6

            Chicago Title will cause the CT&T Savings Plan, as amended to date,
to be submitted to the Internal Revenue Service ("IRS") in a timely manner and
will cause to be made all changes required by the IRS in order to qualify such
plan.

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 

                                      II-4
7

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-5
8

                                   SIGNATURES

            The Registrant. 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 New York, State of New York, on the 15th day of
June, 1998.

                                    CHICAGO TITLE CORPORATION

                                    By:    /s/ Peter R. Sismondo
                                       ---------------------------------
                                               Peter R. Sismondo
                                            President and Secretary

            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: June 15, 1998                     By:   /s/ John J. Burns, Jr.
                                           --------------------------------
                                                  John J. Burns, Jr.
                                                       Director

Date: June 15, 1998                     By:     /s/ Robert M. Hart
                                           --------------------------------
                                                    Robert M. Hart
                                                       Director

Date: June 15, 1998                     By:    /s/ Peter R. Sismondo
                                           --------------------------------
                                                   Peter R. Sismondo
                                           Director, President and Secretary
                                             (Principal executive officer,
                                              principal financial officer
                                           and principal accounting officer)
9

            The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustee of the CT&T Savings Plan 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 15th day of June,
1998.

                                    CHICAGO TITLE AND TRUST COMPANY
                                    SAVINGS AND PROFIT SHARING PLAN

                                    By:     /s/ Seymour A. Newman
                                       ------------------------------------
                                                Seymour A. Newman
                                       Senior Vice President, Chief Financial
                                         Officer and Treasurer, The Chicago
                                                   Trust Company
10

                                INDEX TO EXHIBITS

Exhibit Number          Description
--------------          -----------

      3.1               Certificate of Incorporation of Chicago Title, as filed
                        with the Secretary of State of the State of Delaware on
                        March 26, 1998, filed as Exhibit 3.1 to Chicago Title's
                        Registration Statement on Form 10, is incorporated
                        herein by reference.

      3.2               By-Laws of Chicago Title, filed as Exhibit 3.2 to
                        Chicago Title's Registration Statement on Form 10, are
                        incorporated herein by reference.

      4.1(a)            Chicago Title and Trust Company Savings and Profit
                        Sharing Plan as amended January 19, 1996, filed as
                        Exhibit 4.1 to Alleghany Corporation's Registration
                        Statement on Form S-8 (Registration No. 333-323), is
                        incorporated herein by reference.

      4.1(b)            Description of amendment to Chicago Title and Trust
                        Company Savings and Profit Sharing Plan, effective
                        January 19, 1996.

      4.1(c)            Fifth Amendment to Chicago Title and Trust Company
                        Savings and Profit Sharing Plan, dated June 8, 1998.

      4.2(a)            Chicago Title and Trust Company Savings and Profit
                        Sharing Trust as amended January 18, 1996, filed as
                        Exhibit 4.2 to Alleghany Corporation's Registration
                        Statement on Form S-8 (Registration No. 333-323), is
                        incorporated herein by reference.

      4.2(b)            Third Amendment to Chicago Title and Trust Company
                        Savings and Profit Sharing Trust, dated June 8, 1998.

      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 Peat Marwick LLP.