<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
FIDELITY NATIONAL FINANCIAL, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- -------------------------------------------------------------------------------
(Title of Class of Securities)
316326-10-7
-----------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. ( A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
CUSIP No. 316326-10-7 13G Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William P. Foley, II
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
AS OF 5. SOLE VOTING POWER
1/31/98
NUMBER OF
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 2,954,254.470
REPORTING
PERSON 7. SOLE DISPOSITIVE POWER
WITH
FIDELITY NATIONAL
FINANCIAL, INC.
8. SHARED DISPOSITIVE POWER
2,954,254.470
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,954,254.470 + 1,082,685 shares in exercisable stock options
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
<PAGE> 3
CUSIP No. 316326-10-7 13G Page 3 of 5 Pages
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately 22.5% as of January 31, 1998 - based on 17,903,668 shares
outstanding as of November 11, 1997 as adjusted by a 10% stock
dividend paid January 14, 1998.
12. TYPE OF REPORTING PERSON
IN
Item 1. (a) Name of Issuer:
FIDELITY NATIONAL FINANCIAL, INC.
(b) Address of Issuer's Principal Executive Offices:
17911 Von Karman Avenue
Irvine, CA 92614
Item 2. (a) Name of Person Filing:
WILLIAM P. FOLEY, II
(b) Address of Principal Business Office, or, if none, Resident:
3916 State Street, Suite 300
Santa Barbara, CA 93105
(c) Citizenship:
United States
(d) Title of Class of Securities:
Common Stock $.0001 Par Value
(e) CUSIP Number:
316326-10-7
Item 3. NOT APPLICABLE
Item 4. Ownership:
(a) Amount Beneficially Owned:
2,954,254.470 + 1,082,685 shares in exercisable
stock options
<PAGE> 4
CUSIP No. 316326-10-7 13G Page 4 of 5 Pages
(b) Percent of Class:
Approximately 22.5% as of January 31, 1998
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote:
N/A
(ii) Shared power to vote or to direct the vote:
2,954,254.470
(iii) Sole power to dispose or to direct the
disposition of:
N/A
Item 5. Ownership of Five Percent or Less of a Class:
NOT APPLICABLE
Item 6. Ownership of more than than Five Percent on behalf of another person:
l,549,955 of the shares reported are owned by Folco
Development Corporation, a corporation whose sole
shareholders are Carol Johnson Foley and William P.
Foley, II
Item 7. Identification and Classification of the Subsidiary which acquired the
Security being reported on by the Parent Holding Company:
NOT APPLICABLE
Item 8. Identification and Classification of member of the group:
NOT APPLICABLE
Item 9. Notice of Dissolution of Group:
NOT APPLICABLE
<PAGE> 5
CUSIP No. 316326-10-7 13G Page 5 of 5 Pages
Item 10. Certification:
NOT APPLICABLE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 12, 1998
-----------------------------------
Date
/s/ William P. Foley, II
-----------------------------------
William P. Foley, II
Chairman of the Board
Chief Executive Officer
