FIDELITY NATIONAL FINANCIAL INC /DE/, 424B3, 2001-01-16

FIDELITY NATIONAL FINANCIAL INC /DE/
424B3, 2001-01-16
TITLE INSURANCE

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<PAGE> 1
This filing is made pursuant
to Rule 424(b)(3) under
the Securities Act of
1933 in connection with
Registration No. 333-65837

THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND ACCOMPANYING
PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES, AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES,
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS SUPPLEMENT DATED JANUARY 16, 2001

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED DECEMBER 22, 1999)
6,000,000 SHARES

LOGO
COMMON STOCK
----------------------

Fidelity National Financial, Inc. is selling all of the shares. The
shares trade on the New York Stock Exchange under the symbol "FNF." On January
12, 2001, the last sale price of our common stock as reported on the New York
Stock Exchange was $33.00 per share.

INVESTING IN THE COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE S-10 OF THIS PROSPECTUS SUPPLEMENT.
----------------------

<TABLE>
<CAPTION>
PER SHARE TOTAL
--------- -----
<S> <C> <C>
Public offering price....................................... $ $
Underwriting discount....................................... $ $
Proceeds, before expenses, to Fidelity...................... $ $
</TABLE>

The underwriters may also purchase up to an additional 900,000 shares
from us at the public offering price, less the underwriting discount, within 30
days from the date of this prospectus supplement to cover over-allotments.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

The shares will be ready for delivery on or about January , 2001.
----------------------

MERRILL LYNCH & CO.
BEAR, STEARNS & CO. INC.
LEHMAN BROTHERS
U.S. BANCORP PIPER JAFFRAY
----------------------

THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JANUARY , 2001.
<PAGE> 2

[INSIDE FRONT COVER]

FIDELITY NATIONAL FINANCIAL, INC.
MARKET POSITION BY STATE

FNF Map of United States

States in which the combined Fidelity National Title and Chicago Title brands
rank . . . [ ] #1 [ ] #2 [ ] #3
Source: CDS Performance of Title Insurance Companies 2000 Edition
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Statement Regarding Forward-Looking Statements.............. S-4
Summary..................................................... S-5
Risk Factors................................................ S-10
Use of Proceeds............................................. S-13
Dividend Policy............................................. S-13
Capitalization.............................................. S-14
Price Range of Common Stock................................. S-15
Selected Consolidated Financial Data for Fidelity........... S-16
Selected Consolidated Financial Data for Chicago Title...... S-18
Unaudited Pro Forma Condensed Combined Financial
Information............................................... S-20
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. S-24
Business.................................................... S-34
Share Ownership of Directors and Management................. S-47
Underwriting................................................ S-48
Legal Matters............................................... S-50
Experts..................................................... S-50
PROSPECTUS
About this Prospectus....................................... 2
Where You Can Find More Information......................... 2
Forward Looking Information................................. 3
Fidelity National Financial, Inc. .......................... 4
Use of Proceeds............................................. 5
Ratios of Earnings to Fixed Charges......................... 5
Certain Financial Information............................... 6
Description of Debt Securities.............................. 7
Description of Preferred Stock.............................. 14
Description of Depositary Shares............................ 20
Description of Common Stock................................. 24
Plan of Distribution........................................ 28
Legal Opinions.............................................. 29
Experts..................................................... 29
</TABLE>

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

You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We have
not, and the underwriters have not, authorized any other person to provide you
with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus supplement and the accompanying
prospectus is accurate only as of the date on the front cover of this prospectus
supplement and on the accompanying prospectus. Our business, financial
condition, results of operations and prospects may have changed since that date.

S-3
<PAGE> 4

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

You should read carefully this entire prospectus supplement, the
accompanying prospectus and the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus before investing in the
shares. Statements that are not historical facts, including statements about our
beliefs and expectations, are forward-looking statements. Forward-looking
statements are based on management's beliefs as well as assumptions made by, and
information currently available to, management. Because such statements are
based on expectations as to future economic performance and are not statements
of fact, actual results may differ materially from those projected. We undertake
no obligation to update any forward-looking statements, whether as a result of
new information, future events or otherwise.

Important factors that may affect these projections or expectations
include, but are not limited to:

- general economic and business conditions, including interest rate
fluctuations and general volatility in the capital markets;

- changes in the performance of the real estate markets;

- the impact of competitive products and pricing;

- success of operating initiatives;

- our ability to integrate the business operations we acquired in our
merger with Chicago Title Corporation and our ability to implement
cost-saving synergies associated with that acquisition;

- availability of qualified personnel;

- employee benefits costs; and

- changes in, or the failure to comply with, government regulations and
other risks detailed in our filings with the Securities and Exchange
Commission.

All of these factors are difficult to predict and many are beyond our control.
Accordingly, while we believe these forward-looking statements to be reasonable,
there can be no assurance that they will approximate actual experience or that
expectations derived from them will be realized. When used in our documents or
oral presentations, the words "anticipate," "believe," "estimate," "objective,"
"projection," "forecast," "goal," or similar words are intended to identify
forward-looking statements.

S-4
<PAGE> 5

SUMMARY

In this prospectus supplement and the accompanying prospectus, the
"Company," "Fidelity," "we," "our," and "us" refer to Fidelity National
Financial, Inc., a Delaware corporation, including, unless the context otherwise
requires or as otherwise expressly stated, our subsidiaries.

FIDELITY NATIONAL FINANCIAL, INC.

We are the largest title insurance and diversified real estate related
services company in the United States. Our title insurance
underwriters -- Fidelity National Title, Chicago Title, Ticor Title, Security
Union Title and Alamo Title -- together issued approximately 30 percent of all
title insurance policies issued nationally during 1999. We provide title
insurance in 49 states, the District of Columbia, Guam, Puerto Rico and the U.S.
Virgin Islands, and in Canada and Mexico.

In addition, we provide a broad array of escrow and other title related
services, as well as real estate related services, including:

- collection and trust activities

- trustee's sales guarantees

- recordings

- reconveyances

- property appraisal services

- credit reporting

- exchange intermediary services in connection with real estate
transactions

- real estate tax services

- home warranty insurance

- foreclosure posting and publishing services

- loan portfolio services

- flood certification

- field services

MARKET FOR TITLE INSURANCE

The market for title insurance in the United States is large and growing.
According to Corporate Development Services, Inc., total revenues for the entire
U.S. title insurance industry grew from $6 billion in 1997 to $8.7 billion in
1999, which represented a compound annual growth rate of 20%. Growth in the
industry is closely tied to various macroeconomic factors, including, but not
limited to, growth in the gross national product, inflation, interest rates and
sales of new and existing homes as well as the refinancing of previously issued
mortgages.

The U.S. title insurance industry is concentrated among a handful of
industry participants. According to Corporate Development Services, the top five
title insurance companies accounted for 89% of net premiums collected in 1999.
Over 40 independent title insurance companies accounted for the remaining 11% of
net premiums collected in 1999. Over the last few years, the title insurance
industry has been consolidating, beginning with the merger of Lawyers Title
Insurance and Commonwealth Land Title Insurance in 1998 to create LandAmerica
Financial Group, Inc., followed by our acquisition of Chicago Title Corporation
in March 2000. Consolidation has created opportunities for increased financial
and operating efficiencies for the industry's largest participants and should
continue to drive profitability and market share in the industry.

S-5
<PAGE> 6

STRATEGY

Our strategy is to maximize operating profits by increasing our market
share in the title insurance business and by aggressively and effectively
managing our operating expenses throughout the real estate business cycle. In
addition, we plan to broaden our market penetration by focusing on our real
estate related services. The key elements of our strategy include:

- maintaining and strengthening our title insurance revenue base by
operating each of our five title brands independently;

- consistently delivering high quality products with superior customer
service;

- growing the profitability of the operations we acquired in the Chicago
Title merger by continuing to implement our disciplined operating
philosophy;

- preparing for the beta launch of our Next Generation System, developed
by Micro General Corporation (Nasdaq:MGEN), our majority owned
subsidiary, which we anticipate will enhance efficiencies and simplify
the title insurance research process; and

- expanding the scope and breadth of the real estate related products and
services we offer, including the development of a national real estate
information database which we believe will lead to more efficient use
of information resources and allow us to market customized products
directly to real estate brokers and their customers, thus increasing
the penetration of our products and services throughout the real estate
industry.

RECENT DEVELOPMENTS

On March 20, 2000, we merged with Chicago Title Corporation. Prior to the
merger, Chicago Title was one of the nation's largest providers of title
insurance and real estate related services for residential and commercial real
estate transactions. For the year ended December 31, 1999, Chicago Title had
revenues of $2 billion and net earnings of $105.8 million. As of December 31,
1999, Chicago Title had total assets of $1.9 billion. At the time of the merger,
Chicago Title had more than 340 full service offices and approximately 4,100
policy-issuing agents in 49 states, Puerto Rico, the U.S. Virgin Islands, Guam
and Canada, which are now part of our operations. Unless otherwise indicated,
financial information included in this prospectus summary includes the results
of operations of Chicago Title for the period from March 20, 2000, the merger
date, through September 30, 2000.

On January 3, 2001, we acquired International Data Management
Corporation, or "IDM," a leading provider of real estate information services.
IDM's real estate information databases contain over 100 million real property
ownership and sales records from the continental United States. The databases
are updated daily to reflect new sales, mortgage information and other changes
in real property ownership. Our acquisition of IDM contributes to our strategy
of expanding the scope and breadth of the real estate related products and
services we offer. IDM's results of operations are not included in the financial
statements contained in this prospectus supplement.

S-6
<PAGE> 7

THE OFFERING

Common stock offered by
Fidelity...................... 6,000,000 shares

Shares outstanding after the
offering...................... 75,950,003 shares

Use of proceeds............... We estimate that our net proceeds from this
offering without exercise of the over-allotment
option will be approximately $188 million. We
intend to use these net proceeds to repay
indebtedness under our existing $800 million
syndicated credit agreement.

Risk factors.................. See "Risk Factors" and other information
included in this prospectus supplement for a
discussion of factors you should carefully
consider before deciding to invest in shares of
our common stock.

NYSE symbol................... FNF

The number of shares outstanding after the offering is based on the
number of shares of our common stock outstanding as of January 10, 2001. Unless
we indicate otherwise, all information in this prospectus supplement assumes
that the underwriters' over-allotment option is not exercised, and excludes
shares reserved for issuance upon the exercise of options granted or available
under our stock option plans. If the over-allotment option is exercised in full,
we will issue and sell an additional 900,000 shares.

S-7
<PAGE> 8

SELECTED CONSOLIDATED FINANCIAL DATA FOR FIDELITY

The selected consolidated financial data for Fidelity as of December 31,
1999 and 1998 and for each of the years in the three-year period ended December
31, 1999 is derived from the consolidated financial statements audited by KPMG
LLP, independent auditors. These financial statements and the report thereon are
incorporated by reference into the prospectus accompanying this prospectus
supplement. The selected consolidated financial data as of December 31, 1997 is
derived from our audited consolidated financial statements not included or
incorporated by reference herein. The selected consolidated financial data for
Fidelity as of and for the nine months ended September 30, 2000 and 1999 has
been derived from our unaudited consolidated financial statements incorporated
by reference into the prospectus accompanying this prospectus supplement. In the
opinion of management, the incorporated unaudited financial statements contain
all adjustments (consisting of only normal recurring adjustments) to present
fairly our consolidated financial position at September 30, 2000 and our results
of operations and cash flows for the nine months ended September 30, 2000 and
1999. The selected consolidated financial data should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere herein. Operating results for the nine months
ended September 30, 2000 are not necessarily indicative of the results that may
be expected for the entire year ending December 31, 2000. Certain
reclassifications have been made to the 1999, 1998 and 1997 amounts to conform
with the 2000 presentation.

Revenue:
Title insurance premiums......... $ 939,452 $ 910,278 $616,074 $1,357,109 $ 726,869
Escrow and other title related
fees........................... 206,570 215,254 152,464 325,337 157,343
Real estate related services..... 67,844 69,970 38,129 116,256 56,455
Interest and investment income,
including realized gains and
losses......................... 28,395 39,587 35,806 61,963 19,747
Other income..................... 109,943 53,376 20,586 64,737 83,516
---------- ---------- -------- ---------- ----------
1,352,204 1,288,465 863,059 1,925,402 1,043,930
Expenses:
Personnel costs.................. 407,078 394,284 273,221 600,371 311,137
Other operating expenses......... 328,646 253,951 188,207 447,865 244,391
Agent commissions................ 423,675 385,649 261,182 613,085 325,235
Provision for claim losses....... 52,713 59,294 41,558 67,855 45,194
Interest expense................. 15,626 17,024 12,269 41,512 10,047
---------- ---------- -------- ---------- ----------
1,227,738 1,110,202 776,437 1,770,688 936,004
---------- ---------- -------- ---------- ----------
Earnings before amortization of cost
in excess of net assets acquired,
income taxes and extraordinary
item............................. 124,466 178,263 86,622 154,714 107,926
Amortization of cost in excess of
net assets acquired.............. 6,638 3,129 1,019 24,142 3,968
---------- ---------- -------- ---------- ----------
Earnings before income taxes and
extraordinary item............... 117,828 175,134 85,603 130,572 103,958
Income tax expense.................. 46,975 69,442 36,595 59,762 41,843
---------- ---------- -------- ---------- ----------
Earnings before extraordinary
item............................. 70,853 105,692 49,008 70,810 62,115
Extraordinary item, net of income
taxes............................ -- -- (1,700) -- --
---------- ---------- -------- ---------- ----------
Net earnings (basic net
earnings)...................... $ 70,853 $ 105,692 $ 47,308 $ 70,810 $ 62,115
========== ========== ======== ========== ==========
Diluted net earnings............. $ 71,116 $ 108,155 $ 50,450 $ 70,810 $ 62,378
========== ========== ======== ========== ==========
</TABLE>

(Footnotes on following page)
S-8
<PAGE> 9

------------
(1) During 1997 we acquired certain real estate related service companies in
various transactions. The selected consolidated financial data above
includes the balance sheet accounts of the acquired companies as of December
31 of the year acquired and all subsequent years presented; and the results
of their operations for the periods from the date of acquisition through
December 31 of the acquisition year and for the years ended December 31 for
all subsequent years presented.

(2) During 1997, we recognized an extraordinary loss of $1.7 million, net of
income taxes of $1.2 million, related to the early retirement of $45 million
maturity value of our Liquid Yield Option Notes. See Note G of Notes to
Consolidated Financial Statements incorporated by reference into the
prospectus accompanying this prospectus supplement.

(3) We completed the merger of our wholly owned subsidiary, ACS Systems, Inc.,
with and into Micro General on May 14, 1998. This transaction was accounted
for as a reverse merger of Micro General into ACS, with Micro General as the
surviving legal entity. The selected consolidated financial data above
includes the balance sheet accounts of Micro General at December 31, 1999
and 1998 and September 30, 2000 and 1999 and the results of its operations
for the year ended December 31, 1999 and for the period from May 14, 1998
through December 31, 1998 and for the nine-month periods ended September 30,
2000 and 1999. As of September 30, 2000, we owned 66.2% of Micro General.
See Note B of Notes to Consolidated Financial Statements incorporated by
reference into the prospectus accompanying this prospectus supplement.

(4) Our financial results for the nine-months ended September 30, 2000 reflect
our acquisition of Chicago Title on March 20, 2000.

(5) Investments as of September 30, 2000, include securities pledged to secure
trust deposits of $414.9 million.

(6) Cash and cash equivalents as of September 30, 2000 includes cash pledged to
secure trust deposits of $251.1 million.

(7) Includes title insurance premiums and escrow and other title related fees.

S-9
<PAGE> 10

RISK FACTORS

You should read carefully this entire prospectus supplement, the
accompanying prospectus and the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus before investing in our
common stock. The risk factors listed in this section and other factors noted
herein or incorporated by reference could cause our actual results to differ
materially from those contained in any forward-looking statements. Risk factors
include, but are not limited to:

OUR REVENUES MAY DECLINE DURING PERIODS WHEN THE DEMAND FOR OUR PRODUCTS
DECREASES.

In the title insurance industry, revenues are directly affected by the
level of real estate activity and the average price of real estate sales on both
a national and local basis. Real estate sales are directly affected by changes
in the cost of financing purchases of real estate -- i.e., mortgage interest
rates. Other macroeconomic factors affecting real estate activity include, but
are not limited to, demand for housing, employment levels, family income levels
and general economic conditions. Because these factors can change dramatically,
revenue levels in the title insurance industry can also change dramatically. For
example, beginning in late 1995 and into 1998, the level of real estate activity
increased, including refinancing transactions, new home sales and resales, due
in part to decreases in mortgage interest rates. Stable mortgage interest rates
and strength in the real estate market, especially in California and throughout
the West Coast, contributed to very positive conditions for the title insurance
industry throughout 1997 and 1998. However, during 1999, steady interest rate
increases caused by actions taken by the Federal Reserve Board resulted in a
significant decline in refinancing transactions. As a result, the market shifted
from a refinance-driven market to a more traditional market driven by new home
purchases and resales. While strong consumer confidence in the overall economy
resulted in record home sales in 1999, partially offsetting the effect of
increases in mortgage interest rates, the favorable industry conditions that
existed in 1998 represented an unusual mixture of macroeconomic factors that may
not occur again in the foreseeable future.

Historically, real estate transactions have produced seasonal revenue
levels for title insurers. The first calendar quarter is typically the weakest
quarter in terms of revenue due to the generally low volume of home sales during
January and February. The fourth calendar quarter is typically the strongest in
terms of revenue due to commercial entities desiring to complete transactions by
year-end. Significant changes in interest rates may alter these traditional
seasonal patterns due to the effect the cost of financing has on the volume of
real estate transactions.

Our revenues in future periods will continue to be subject to these and
other factors which are beyond our control and, as a result, are likely to
fluctuate.

AS A HOLDING COMPANY, WE DEPEND ON DISTRIBUTIONS FROM OUR SUBSIDIARIES, AND IF
DISTRIBUTIONS FROM OUR SUBSIDIARIES ARE MATERIALLY IMPAIRED, OUR ABILITY TO
DECLARE AND PAY DIVIDENDS MAY BE ADVERSELY AFFECTED.

We are a holding company whose primary assets are the securities of our
operating subsidiaries. Our ability to pay dividends is dependent on the ability
of our subsidiaries to pay dividends or repay funds to us. If our operating
subsidiaries are not able to pay dividends or repay funds to us, we may not be
able to declare and pay dividends to you.

Our title insurance and home warranty subsidiaries must comply with state
and federal laws which require them to maintain minimum amounts of working
capital surplus and reserves, and place restrictions on the amount of dividends
that they can distribute to us. As of September 30, 2000, approximately 91% of
our year-to-date revenues was derived from subsidiaries engaged in these
regulated businesses. Compliance with these laws will limit the amounts our
regulated subsidiaries can dividend to us. As of September 30, 2000, our title
insurance subsidiaries could pay dividends or make other distributions to us of
$44.1 million.

S-10
<PAGE> 11

WE ARE CONTINUING OUR EFFORTS TO INTEGRATE THE OPERATIONS OF CHICAGO TITLE,
WHICH COULD ADVERSELY AFFECT OUR OPERATIONS.

We acquired Chicago Title through a merger on March 20, 2000. An
acquisition of this size involves a number of risks that could adversely affect
our operations, including the diversion of management's attention and the
integration of the operations and personnel of Chicago Title. The two companies
have previously separate operations and dissimilar and possibly incompatible
systems which we may have to integrate or replace. The integration of Chicago
Title operations is ongoing, and unforeseen merger related costs may arise.
Also, we may not realize the level of expense savings over the long run that we
expect from the merger.

OUR ENTERING INTO NEW BUSINESS LINES SUBJECTS US TO ASSOCIATED RISKS, SUCH AS
THE DIVERSION OF MANAGEMENT ATTENTION, DIFFICULTY INTEGRATING OPERATIONS AND
LACK OF EXPERIENCE IN OPERATING SUCH BUSINESSES.

We have acquired, and may in the future acquire, businesses in industries
with which management is less familiar than we are with the title insurance
industry. For example, in February 1998, we acquired FNF Capital, Inc., whose
primary business is financing equipment leases. Also, in the last three years,
we have expanded the range and amount of real estate related services we
provide, began underwriting home warranty policies, invested in restaurant
businesses, expanded our commercial title insurance business and considered
acquiring underwriters of other lines of insurance products. These activities
involve risks that could adversely affect our operating results, such as
diversion of management's attention, integration of the operations, systems and
personnel of the new businesses and lack of substantial experience in operating
such businesses.

DIFFICULTIES WE MAY ENCOUNTER MANAGING OUR GROWTH COULD ADVERSELY AFFECT OUR
RESULTS OF OPERATIONS.

We have historically achieved growth through a combination of developing
new products, increasing our market share for existing products, and
acquisitions. Part of our strategy is to pursue opportunities to diversify and
expand our operations by acquiring or making investments in other companies. The
success of each acquisition will depend upon:

- our ability to integrate the acquired business' operations, products
and personnel;

- our ability to retain key personnel of the acquired businesses; and

- our ability to expand our financial and management controls and
reporting systems and procedures.

OUR SUBSIDIARIES THAT ENGAGE IN INSURANCE RELATED BUSINESSES MUST COMPLY WITH
ADDITIONAL REGULATIONS. THESE REGULATIONS MAY IMPEDE, OR IMPOSE BURDENSOME
CONDITIONS ON, OUR RATE INCREASES OR OTHER ACTIONS THAT WE MIGHT WANT TO TAKE TO
INCREASE THE REVENUES OF OUR SUBSIDIARIES.

Our title insurance business is subject to extensive regulation by state
insurance authorities in each state in which we operate. These agencies have
broad administrative and supervisory power relating to the following, among
other matters:

- licensing requirements;

- trade and marketing practices;

- accounting and financing practices;

- capital and surplus requirements;

- the amount of dividends and other payments made by insurance
subsidiaries without prior regulatory approval;

- investment practices;

- rate schedules;

S-11
<PAGE> 12

- deposits of securities for the benefit of policyholders;

- establishing reserves; and

- regulation of reinsurance.

Most states also regulate insurance holding companies like us with
respect to acquisitions, changes of control and the terms of transactions with
our affiliates. These regulations may impede or impose burdensome conditions on
our rate increases or other actions that we may want to take to enhance our
operating results, and could affect our ability to pay dividends on our common
stock. In addition, we may incur significant costs in the course of complying
with regulatory requirements. We cannot assure you that future legislative or
regulatory changes will not adversely affect our business operations.

WE FACE COMPETITION IN OUR INDUSTRY FROM TRADITIONAL TITLE INSURERS AND FROM NEW
ENTRANTS.

The title insurance industry is highly competitive. According to
Corporate Development Services, the top five title insurance companies accounted
for 89% of net premiums collected in 1999. Over 40 independent title insurance
companies accounted for the remaining 11% of the market. The number and size of
competing companies varies in the different geographic areas in which we conduct
our business. In our principal markets, competitors include other major title
underwriters such as First American Corporation, LandAmerica Financial Group,
Inc., Old Republic International Corporation and Stewart Information Services
Corporation, as well as numerous independent agency operations at the regional
and local level. These smaller companies may expand into other markets in which
we compete. Also, the removal of regulatory barriers might result in new
competitors entering the title insurance business, and those new competitors may
include diversified financial services companies that have greater financial
resources than we do and possess other competitive advantages. Competition among
the major title insurance companies, expansion by smaller regional companies and
any new entrants could affect our business operations and financial condition.

CERTAIN PROVISIONS OF DELAWARE LAW AND OUR CHARTER MAY MAKE A TAKEOVER OF US
DIFFICULT EVEN IF SUCH TAKEOVER COULD BE BENEFICIAL TO SOME OF OUR STOCKHOLDERS.

Delaware has enacted legislation that may deter or frustrate a bidder
seeking to acquire control of the Company. In certain circumstances, Delaware
law requires the approval of two-thirds of all of our shares eligible to vote
for certain business combinations involving a stockholder owning 15% or more of
our voting securities, excluding the voting power held by such stockholder. Our
Certificate of Incorporation applies this supermajority vote requirement to
certain business combinations involving a stockholder owning 10% or more of our
voting securities, excluding the voting power held by such stockholder. In
addition to the potential impact on future takeover attempts and the possible
entrenchment of management, the existence of such provision could have an
adverse effect on the market price of our common stock. In addition, our
Certificate of Incorporation authorizes the issuance of three million shares of
"blank check" preferred stock with such designations, rights and preferences as
may be determined from time to time by our Board of Directors. Accordingly, our
Board is empowered, without further stockholder action, to issue shares or
series of preferred stock with dividend, liquidation, conversion, voting or
other rights that could adversely affect the voting power or other rights,
including the ability to receive dividends, of our common stockholders. The
issuance of such preferred stock could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in control.
Although we have no present intention of issuing any shares or series of
preferred stock, we cannot guarantee that we will not make such an issuance in
the future.

S-12
<PAGE> 13

USE OF PROCEEDS

We expect to receive approximately $188 million from the sale of the
6,000,000 shares offered by this prospectus supplement and the accompanying
prospectus, after deducting estimated underwriting discounts and offering
expenses, and an additional $28.3 million from the sale of 900,000 shares if the
underwriters exercise their over-allotment option in full. We currently intend
to use the net proceeds of the offering to repay long-term and short-term
indebtedness under our existing $800 million syndicated credit agreement.

Pursuant to the credit agreement we executed on February 10, 2000, in
connection with the Chicago Title merger, we have access to three distinct
credit facilities:

- $100 million, 18 month revolving credit facility due September 30,
2001;

- $250 million, 6 year revolving credit facility due March 19, 2006; and

- $450 million term loan facility with a 6 year amortization period, due
March 19, 2006.

The credit facilities bear interest at a variable interest rate based on
the debt ratings assigned to us by certain independent rating agencies, and are
unsecured. The current interest rate is LIBOR plus 1.125%. We used the amounts
borrowed under the credit agreement to pay the cash portion of the Chicago Title
merger consideration, to refinance previously existing indebtedness, to pay fees
and expenses incurred in connection with the merger and to fund other general
corporate purposes.

The terms of the credit agreement require that we apply 25% of the net
proceeds of the offering to repay our outstanding indebtedness under the credit
facilities. We will apply the net proceeds of the offering to repay in full and
terminate the $100 million, 18 month revolving credit facility. We will apply
the remainder of the net proceeds of this offering to repay amounts owed under
the $250 million, 6 year revolving credit facility. Giving effect to the
application of the net proceeds of the offering as if the offering had occurred
on September 30, 2000, our outstanding debt under the credit facilities would
consist of $61.5 million borrowed under the $250 million, 6 year revolving
credit facility and $425 million borrowed under the term loan facility. We also
made a scheduled $12.5 million payment of the term loan principal balance in
December 2000.

DIVIDEND POLICY

Our Board of Directors declared a cash dividend of $0.10 per share in
each of the four quarters of 2000. Our current dividend policy anticipates the
payment of quarterly dividends in the future. The declaration and payment of
dividends will be in the discretion of our Board of Directors and will be
dependent upon our future earnings, financial condition and capital
requirements. Our ability to declare and pay dividends is also subject to our
compliance with the financial covenants contained in our existing $800 million
syndicated credit agreement and further described below.

As discussed in detail elsewhere in this prospectus supplement and
accompanying prospectus, because we are a holding company, our ability to pay
dividends will depend largely on the ability of our subsidiaries to pay
dividends to us, and the ability of our title insurance subsidiaries to do so is
subject to, among other factors, their compliance with applicable insurance
regulations. As of September 30, 2000, our title insurance subsidiaries could
pay dividends or make other distributions to us of $44.1 million. In addition to
regulatory restrictions, our ability to declare dividends is subject to
restrictions under our existing $800 million syndicated credit agreement, which
generally allows us to declare and pay dividends, although as long as our debt
to capitalization ratio exceeds 0.35 to 1, the aggregate amount of such
dividends, together with all other distributions of cash or property and any
payments made to repurchase or redeem our outstanding securities, calculated
from the closing date of the credit agreement, may not exceed the sum of $30
million plus 50.0% of our net earnings. We do not believe that the restrictions
contained in our credit agreement will, in the foreseeable future, adversely
affect our ability to pay cash dividends at the current dividend rate.

S-13
<PAGE> 14

CAPITALIZATION

The following table sets forth our capitalization as of September 30,
2000:

- on an actual basis; and

- on an adjusted basis to give effect to the sale of 6,000,000 shares of
our common stock at an offering price of $33.00 per share (less
estimated underwriting discounts and commissions and estimated offering
expenses) and the application of net proceeds to repay outstanding
indebtedness under our existing credit facilities.

You should read this table in conjunction with our selected consolidated
financial data presented elsewhere in this prospectus supplement and along with
our consolidated financial statements and related notes incorporated by
reference into the accompanying prospectus.

<TABLE>
<CAPTION>
SEPTEMBER 30, 2000
-------------------------
ACTUAL AS ADJUSTED
---------- -----------
(UNAUDITED)
(IN THOUSANDS, EXCEPT
SHARE,
PER SHARE AND OTHER DATA)
<S> <C> <C>
LONG-TERM DEBT:
Notes Payable:............................................ $ 787,075 $ 599,080
MINORITY INTERESTS.......................................... $ 4,668 $ 4,668
STOCKHOLDERS' EQUITY:
Common stock, $.0001 par value: 50,000,000 authorized
(actual and as adjusted), 68,058,757 outstanding
(actual), 74,058,757 outstanding
(as adjusted).......................................... 7 7
Preferred stock, $.0001 par value: 3,000,000 authorized
(actual and as adjusted), none outstanding............. -- --
Additional paid-in capital................................ 654,347 842,342
Retained earnings......................................... 378,369 378,369
---------- ----------
1,032,723 1,220,718
Accumulated other comprehensive loss...................... (4,597) (4,597)
---------- ----------
Total stockholders' equity................................ 1,028,126 1,216,121
========== ==========
Total capitalization...................................... $1,819,869 $1,819,869
========== ==========
RATIO OF DEBT TO TOTAL CAPITALIZATION....................... 43.2% 32.9%
BOOK VALUE PER SHARE........................................ $ 15.11 $ 16.42
</TABLE>

S-14
<PAGE> 15

PRICE RANGE OF COMMON STOCK

Our common stock is traded on the New York Stock Exchange under the
symbol "FNF." The following table shows, for the periods indicated, the high and
low sale prices of our common stock, as reported by the New York Stock Exchange.

<TABLE>
<CAPTION>
QUARTER ENDED HIGH LOW
------------- ------ ------
<S> <C> <C>
March 31, 1999.............................................. $30.75 $14.56
June 30, 1999............................................... 21.00 14.50
September 30, 1999.......................................... 21.06 13.44
December 31, 1999........................................... 16.00 13.81
March 31, 2000.............................................. 18.25 11.62
June 30, 2000............................................... 20.06 12.50
September 30, 2000.......................................... 24.94 16.88
December 31, 2000........................................... 39.38 19.75
March 31, 2001 (through January 12, 2001)................... 38.13 31.44
</TABLE>

On January 12, 2001, the last reported sale price of our common stock on
the New York Stock Exchange was $33.00 per share. As of December 31, 2000, there
were 1,915 stockholders of record of our common stock.

S-15
<PAGE> 16

SELECTED CONSOLIDATED FINANCIAL DATA FOR FIDELITY

<TABLE>
<CAPTION>
AS OF AND FOR THE
AS OF AND FOR THE NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
---------------------------------- -----------------------
1999 1998 1997 2000 1999
(1)(3) (1)(3) (1)(2) (1)(3)(4) (1)(3)
---------- ---------- -------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AND OTHER DATA)
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Revenue:
Title insurance premiums......... $ 939,452 $ 910,278 $616,074 $1,357,109 $ 726,869
Escrow and other title related
fees........................... 206,570 215,254 152,464 325,337 157,343
Real estate related services..... 67,844 69,970 38,129 116,256 56,455
Interest and investment income,
including realized gains and
losses......................... 28,395 39,587 35,806 61,963 19,747
Other income..................... 109,943 53,376 20,586 64,737 83,516
---------- ---------- -------- ---------- ----------
1,352,204 1,288,465 863,059 1,925,402 1,043,930
Expenses:
Personnel costs.................. 407,078 394,284 273,221 600,371 311,137
Other operating expenses......... 328,646 253,951 188,207 447,865 244,391
Agent commissions................ 423,675 385,649 261,182 613,085 325,235
Provision for claim losses....... 52,713 59,294 41,558 67,855 45,194
Interest expense................. 15,626 17,024 12,269 41,512 10,047
---------- ---------- -------- ---------- ----------
1,227,738 1,110,202 776,437 1,770,688 936,004
---------- ---------- -------- ---------- ----------
Earnings before amortization of cost
in excess of net assets acquired,
income taxes and extraordinary
item............................. 124,466 178,263 86,622 154,714 107,926
Amortization of cost in excess of
net assets acquired.............. 6,638 3,129 1,019 24,142 3,968
---------- ---------- -------- ---------- ----------
Earnings before income taxes and
extraordinary item............... 117,828 175,134 85,603 130,572 103,958
Income tax expense.................. 46,975 69,442 36,595 59,762 41,843
---------- ---------- -------- ---------- ----------
Earnings before extraordinary
item............................. 70,853 105,692 49,008 70,810 62,115
Extraordinary item, net of income
taxes............................ -- -- (1,700) -- --
---------- ---------- -------- ---------- ----------
Net earnings (basic net
earnings)...................... $ 70,853 $ 105,692 $ 47,308 $ 70,810 $ 62,115
========== ========== ======== ========== ==========
Diluted net earnings............. $ 71,116 $ 108,155 $ 50,450 $ 70,810 $ 62,378
========== ========== ======== ========== ==========
(Footnotes on following page)
</TABLE>

S-16
<PAGE> 17

Basic earnings per share............ $ 2.38 $ 3.79 $ 2.03 $ 1.27 $ 2.05
Diluted earnings per share.......... $ 2.27 $ 3.23 $ 1.70 $ 1.23 $ 1.95
Dividends declared per share........ $ .31 $ .26 $ .24 $ .30 $ .21
BALANCE SHEET DATA:
Investments(5)...................... $ 506,916 $ 519,332 $376,285 $1,608,334 $ 490,653
Cash and cash equivalents(6)........ 38,569 42,492 54,975 372,536 46,209
Total assets........................ 1,042,546 969,470 747,695 3,818,023 1,000,050
Notes payable....................... 226,359 214,624 163,015 787,075 190,295
Reserve for claim losses............ 239,962 224,534 201,674 908,440 239,254
Minority interests.................. 4,613 1,532 3,614 4,668 803
Stockholders' equity................ 432,494 396,740 274,050 1,028,126 446,200
OTHER DATA:
Orders opened by direct
operations....................... 743,000 987,000 621,000 970,200 592,600
Orders closed by direct
operations....................... 551,000 670,000 436,000 682,600 438,800
Provision for claim losses to title
insurance premiums............... 5.6% 6.5% 6.7% 5.0% 6.2%
Title related revenue(7):
Percentage direct operations..... 53.6% 56.9% 57.1% 53.3% 53.9%
Percentage agency operations..... 46.4% 43.1% 42.9% 46.7% 46.1%
Diluted earnings per share before
amortization of cost in excess of
net assets acquired and
non-recurring charges............ $ 2.48 $ 3.32 $ 1.74 $ 1.87 $ 2.06
</TABLE>

(4) Our financial results for the nine months ended September 30, 2000 reflect
our acquisition of Chicago Title on March 20, 2000.

(5) Investments as of September 30, 2000, include securities pledged to secure
trust deposits of $414.9 million.

(6) Cash and cash equivalents as of September 30, 2000 includes cash pledged to
secure trust deposits of $251.1 million.

(7) Includes title insurance premiums and escrow and other title related fees.

S-17
<PAGE> 18

SELECTED CONSOLIDATED FINANCIAL DATA FOR CHICAGO TITLE

The following table sets forth a summary of selected financial data for
Chicago Title as of and for the years ended December 31, 1999, 1998 and 1997 and
has been derived from consolidated financial statements audited by KPMG LLP,
independent auditors. These financial statements and the report thereon are
incorporated by reference into the prospectus accompanying this prospectus
supplement. Chicago Title was spun-off from Allegheny Corporation in June 1998.
The historical financial information below may not necessarily be indicative of
the results of operations or financial position that would have been obtained if
Chicago Title had been a separate, independent company during the periods shown.
Because Chicago Title was merged with and into Fidelity on March 20, 2000,
separate financial results for Chicago Title comparing the nine-month periods
ended September 30, 2000, and 1999 are not available. Certain reclassifications
have been made to the Chicago Title data to conform with Fidelity's
presentation.

<TABLE>
<CAPTION>
AS OF AND FOR THE YEARS ENDED DECEMBER 31,
--------------------------------------------
1999 1998 1997
------------ ------------ ------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
OPERATING DATA:
Revenue:
Title insurance premiums.......................... $1,527,844 $1,436,829 $1,128,452
Escrow and other title related fees............... 335,006 320,956 219,579
Real estate related services...................... 92,994 74,522 43,160
Interest and investment income, including realized
gains and losses................................ 70,633 65,007 55,903
Other income...................................... -- -- --
---------- ---------- ----------
2,026,477 1,897,314 1,447,094
Expenses:
Personnel costs................................... 649,276 650,753 471,466
Other operating expenses.......................... 352,272 319,224 253,240
Agent commissions................................. 726,903 648,023 526,324
Provision for claim losses........................ 118,062 124,403 101,751
Interest expense.................................. 4,310 4,774 4,675
---------- ---------- ----------
1,850,823 1,747,177 1,357,456
---------- ---------- ----------
Earnings from continuing operations before
amortization of cost in excess of net assets
acquired and income taxes......................... 175,654 150,137 89,638
Amortization of cost in excess of net assets
acquired.......................................... 13,233 8,432 6,035
---------- ---------- ----------
Earnings from continuing operations before income
taxes............................................. 162,421 141,705 83,603
Income tax expense................................... 56,667 53,536 27,894
---------- ---------- ----------
Net earnings from continuing operations.............. 105,754 88,169 55,709
Net earnings from discontinued operations............ -- 9,013 12,162
---------- ---------- ----------
Net earnings......................................... 105,754 97,182 67,871
========== ========== ==========
PER SHARE DATA:
Basic and diluted earnings per share................. $ 4.84 $ 4.44 $ 3.10
========== ========== ==========
</TABLE>

S-18
<PAGE> 19

------------
(1) Investments include securities pledged to secure trust deposits of $338.2
million, $408.4 million and $374.9 million as of December 31, 1999, 1998 and
1997, respectively.

(2) Cash and cash equivalents includes cash pledged to secure trust deposits of
$54.6 million, $93.9 million and $100.2 million as of December 31, 1999,
1998 and 1997, respectively.

S-19
<PAGE> 20

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The Unaudited Pro Forma Condensed Combined Statements of Earnings for the
nine-month period ended September 30, 2000 and for the year ended December 31,
1999, have been prepared including the impact of the Chicago Title merger as if
the merger had been consummated on January 1, 2000 and January 1, 1999,
respectively. The Unaudited Pro Forma Condensed Combined Statements of Earnings
are provided for comparative purposes only. They do not purport to be indicative
of the results that actually would have occurred if the merger had been
consummated on the dates indicated or the results that may be obtained in the
future.

The Unaudited Pro Forma Condensed Combined Statements of Earnings
presented below does not reflect future events that may occur after the merger.
We have identified certain expense savings, which we believe will be achieved
through reductions in staff, consolidation of general and administrative
functions, data processing efficiencies and elimination of certain duplicative
or excess facilities. As a result, we anticipated that the combination of the
two operations would yield projected recurring annual pre-tax savings of $65 to
$75 million on a run rate basis twelve months after the date of the merger.
Through September 30, 2000, expense savings were $85.1 million on a run rate
basis. These expense savings, some of which we have already experienced since
the merger, do not include productivity gains we expect to achieve in the second
and third years after the merger. However, for purposes of the Unaudited Pro
Forma Condensed Combined Statements of Earnings presented below, these synergies
have not been reflected, other than those which we have achieved through
September 30, 2000, because we cannot assure you that anticipated expense
savings will be achieved in the amounts anticipated, or at all.

We have not included an Unaudited Pro Forma Condensed Combined Balance
Sheet herein. Our Unaudited Condensed Combined Balance Sheet included in our
Quarterly Report on Form 10-Q as of and for the nine-month period ended
September 30, 2000 give effect to the impact of the Chicago Title merger. The
merger has been accounted for using the purchase method of accounting.

S-20
<PAGE> 21

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
HISTORICAL UNAUDITED PRO FORMA
----------------------------------------- --------------------------
FIDELITY CHICAGO TITLE COMBINED ADJUSTMENTS COMBINED
---------- ------------- ---------- ----------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Revenue:
Title insurance
premiums............ $ 939,452 $1,527,844 $2,467,296 -- $2,467,296
Escrow fees and other
title related
fees................ 206,570 335,006 541,576 -- 541,576
Real estate related
services............ 67,844 92,994 160,838 -- 160,838
Interest and investment
income, including
realized gains and
losses.............. 28,395 70,633 99,028 -- 99,028
Other income........... 109,943 -- 109,943 -- 109,943
---------- ---------- ---------- -------- ----------
1,352,204 2,026,477 3,378,681 -- 3,378,681
Expenses:
Personnel costs........ 407,078 649,276 1,056,354 -- 1,056,354
Other operating
expenses............ 328,646 352,272 680,918 1,819(b) 682,737
Agent commissions...... 423,675 726,903 1,150,578 -- 1,150,578
Provision for claim
losses.............. 52,713 118,062 170,775 -- 170,775
Interest expense....... 15,626 4,310 19,936 45,409(c) 65,345
---------- ---------- ---------- -------- ----------
1,227,738 1,850,823 3,078,561 47,228 3,125,789
Earnings (loss) before
amortization of cost in
excess of net assets
acquired............... 124,466 175,654 300,120 (47,228) 252,892
Amortization of cost in
excess of net assets
acquired............... 6,638 13,233 19,871 23,354(d) 43,225
---------- ---------- ---------- -------- ----------
Earnings (loss) before
income taxes........... 117,828 162,421 280,249 (70,582) 209,667
Income tax expense
(benefit).............. 46,975 56,667 103,642 (19,364)(e) 84,278
---------- ---------- ---------- -------- ----------
Net earnings (loss)...... $ 70,853 $ 105,754 $ 176,607 $(51,218) $ 125,389
Merger related
expenses, net of
applicable income
taxes............... -- 4,732(f) 4,732 -- 4,732
---------- ---------- ---------- -------- ----------
Net earnings (loss) --pro
forma.................. $ 70,853 $ 110,486 $ 181,339 $(51,218) $ 130,121
========== ========== ========== ======== ==========
Earnings per share -- pro
forma:
Basic.................. $ 2.38 $ 5.06 N/A N/A $ 1.90(g)
Diluted................ $ 2.27 $ 5.06 N/A N/A $ 1.85(g)
Diluted earnings per
share before
amortization of cost in
excess of net assets
acquired and merger
related expenses....... $ 2.48 $ 5.66 N/A N/A $ 2.46
</TABLE>

S-21
<PAGE> 22

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
CHICAGO TITLE UNAUDITED PRO FORMA
HISTORICAL FROM 1/1/00 - --------------------------
FIDELITY(A) 3/20/00 ADJUSTMENTS COMBINED
----------- ------------------ ----------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Revenue:
Title insurance premiums......... $1,357,109 $237,012 -- $1,594,121
Escrow fees and other
title-related fees............ 325,337 58,889 -- 384,226
Real estate related services..... 116,256 22,151 -- 138,407
Interest and investment income,
including realized gains and
losses........................ 61,963 14,208 -- 76,171
Other income..................... 64,737 -- -- 64,737
---------- -------- -------- ----------
1,925,402 332,260 -- 2,257,662
Expenses:
Personnel costs.................. 600,371 125,189 -- 725,560
Other operating expenses......... 447,865 81,188 399(b) 529,452
Agent commissions................ 613,085 111,479 -- 724,564
Provision for claim losses....... 67,855 18,429 -- 86,284
Interest expense................. 41,512 978 9,953(c) 52,443
---------- -------- -------- ----------
1,770,688 337,263 10,352 2,118,303
Earnings (loss) before amortization
of cost in excess of net assets
acquired......................... 154,714 (5,003) (10,352) 139,359
Amortization of cost in excess of
net assets acquired.............. 24,142 4,042 3,977(d) 32,161
---------- -------- -------- ----------
Earnings (loss) before income
taxes............................ 130,572 (9,045) (14,329) 107,198
Income tax expense (benefit)....... 59,762 (2,855) (4,244)(e) 52,663
---------- -------- -------- ----------
Net earnings (loss)................ $ 70,810 $ (6,190) $(10,085) $ 54,535
Non-recurring and merger-related
expenses, net of applicable
income taxes.................. 13,371(h) 13,926(h) -- 27,297
Net earnings (loss) -- pro forma... $ 84,181 $ 7,736 $(10,085) $ 81,832
========== ======== ======== ==========
Earnings per share -- pro forma:
Basic............................ $ 1.51 N/A N/A $ 1.23(g)
Diluted.......................... $ 1.46 N/A N/A $ 1.19(g)
Diluted earnings per share before
amortization of cost in excess of
net assets acquired and
non-recurring and merger related
expenses......................... $ 1.87 N/A N/A $ 1.65
</TABLE>

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

(Footnotes on following page)

S-22
<PAGE> 23

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

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(a) Includes the results of operations of Chicago Title for the period
from March 20, 2000, the merger date, through September 30, 2000.

(b) Reflects the amortization of related debt issuance costs of
approximately $10,915 using the effective interest rate method over
six years of $1,819 for the year ended December 31, 1999 and $399 for
the nine-month period ended September 30, 2000.

(c) Reflects incremental interest expense related to debt incurred in
connection with the Chicago Title merger of approximately $590,500 at
an interest rate of 7.69% of $45,409 for the year ended December 31,
1999 and $9,953 for the nine-month period ended September 30, 2000.

(d) Represents incremental amortization of cost in excess of net assets
acquired necessary to reflect amortization of cost in excess of net
assets acquired of approximately $731,760 on a straight line basis
over 20 years of $23,354 for the year ended December 31, 1999 and
$3,977 for the nine-month period ended September 30, 2000.

(e) Represents income tax benefit of interest expense and amortization of
related debt issuance costs at an expected marginal tax rate of 41%.

(f) Represents merger related costs incurred by Chicago Title for the year
ended December 31, 1999 of $4,732, net of taxes.

(g) Basic and diluted earnings per share have been calculated assuming the
issuance of 38,761 shares in connection with the merger and the
conversion of outstanding Chicago Title dilutive securities.

(h) Represents non-recurring, non-title related charges incurred by us in
the first quarter of 2000 of $13,371, net of taxes, relating to the
revaluation of non-title assets, including our investment in Express
Network, Inc., and existing goodwill associated with Express Network
and the write-off of obsolete software. For Chicago Title, these
charges represent $13,926, net of tax, in merger related costs
incurred during the nine-month period ended September 30, 2000
relating to negotiation fees, advisor fees, referral fees as well as
restricted stock amortization and the recording of stock compensation
expense associated with the accelerated vesting of stock awards and
options.

S-23
<PAGE> 24

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is intended to provide information to facilitate
the understanding and assessment of significant changes and trends related to
our financial condition and results of operations. This discussion and analysis
should be read in conjunction with our consolidated financial statements and the
notes thereto, which are incorporated by reference into the prospectus
accompanying this prospectus supplement.

REGARDING CHICAGO TITLE

We acquired Chicago Title through a merger consummated on March 20, 2000.
Chicago Title was at the time subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended. However, because the merger was
consummated prior to the date that Chicago Title's Annual Report on Form 10-K
for the year ended December 31, 1999 was required to be filed, Chicago Title did
not file an Annual Report for that period. Therefore, while Chicago Title's
audited financial statements for fiscal 1999 are incorporated by reference into
the prospectus accompanying this prospectus supplement, we do not have a
Management's Discussion and Analysis of Financial Condition and Results of
Operations for Chicago Title for fiscal 1999, and, because we did not manage
Chicago Title during fiscal 1999, it would be impractical for us to attempt to
create such a discussion based solely upon the audited financial statements we
do have. Except for the immediately following discussion of the nine-month
period ended September 30, 2000, the discussion in this section relates only to
our operations prior to the merger, and does not include a discussion of Chicago
Title's operations prior to the merger.

We have recorded certain preliminary purchase accounting adjustments,
which were based on estimates utilizing available information. Such purchase
accounting adjustments may be refined as additional information becomes
available. Cost in excess of net assets acquired in the merger will be amortized
on a straight-line basis over 20 years.

We have identified certain expense savings, which we believe will be
achieved through reductions in staff, consolidation of general and
administrative functions, data processing efficiencies and elimination of
certain duplicative or excess facilities. As a result, we anticipated that the
combination of the two operations would yield projected recurring annual pre-tax
savings of $65 to $75 million on a run rate basis twelve months after the date
of the merger. Through September 30, 2000, expense savings on a run rate basis
were $85.1 million. These expense savings, some of which we have already
experienced since the merger, do not include productivity gains we expect to
achieve in the second and third years after the merger.

NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1999

Factors Affecting Comparability. Our Condensed Consolidated Statements of
Earnings include the results of operations of Chicago Title for the period from
March 20, 2000, the merger date, through September 30, 2000. As a result, year
over year comparisons may not be meaningful. Excluding the effect of the Chicago
Title merger, our title insurance premiums for the nine-month period ended
September 30, 2000 were $625.4 million. We have also reviewed our existing
non-title operations in connection with the merger and related transition and
integration. As a result, during the first quarter of 2000 we recorded certain
non-recurring charges totaling $13.4 million, after applicable taxes. These
charges primarily relate to the revaluation of non-title assets, including our
investment in Express Network, Inc., which was sold in the second quarter of
2000, and existing goodwill associated with Express Network and write-off of
obsolete software.

Results of Operations. Net earnings for the nine-month period ended
September 30, 2000 were $70.8 million, or $1.23 per diluted share. Excluding the
non-recurring, non-title related charges we recorded in the first quarter of
2000 of $13.4 million, or $0.23 per diluted share, net earnings for the nine-
month period were $84.2 million, or $1.46 per diluted share, as compared with
net earnings for the corresponding period in 1999 of $62.1 million, or $1.95 per
diluted share.
S-24
<PAGE> 25

Earnings before amortization of cost in excess of net assets acquired,
and before the non-recurring charges we recorded in the first quarter of 2000,
were $107.7 million, or $1.87 per diluted share, for the nine-month period ended
September 30, 2000, as compared with $66.1 million, or $2.06 per diluted share,
for the corresponding prior year period. We believe that earnings before
amortization of cost in excess of net assets acquired and non-recurring charges
better reflects the operational performance of our business.

The following table presents the calculation of earnings before
amortization of cost in excess of net assets acquired and non-recurring charges:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------
2000 1999
--------- --------
(IN THOUSANDS, EXCEPT
PER SHARE DATA)
<S> <C> <C>
Net earnings............................................. $ 70,810 $62,115
Amortization of cost in excess of net assets acquired.... 24,142 3,968
Tax effect of amortization of cost in excess of net
assets
acquired............................................... (583) --
Non-recurring charges, net of tax........................ 13,371 --
-------- -------
Earnings before amortization of cost in excess of net
assets acquired and non-recurring charges.............. $107,740 $66,083
======== =======
Diluted earnings per share before amortization of cost in
excess of net assets acquired and non-recurring
charges................................................ $ 1.87 $ 2.06
======== =======
Diluted weighted average shares outstanding.............. 57,467 32,037
======== =======
</TABLE>

Our acquisition of Chicago Title on March 20, 2000, has impacted the mix
of business between our direct and agency operations as compared with prior year
periods. Economic conditions, including the continued volatility in mortgage
rates, shifted the mix of our core title and escrow business from a
refinance-driven market in the first half of 1999 to a more traditional new home
purchase and resale market in subsequent periods. As a result of the shift in
mix of business along with steady increases in interest rates, total title
premiums, on a pro forma basis, have decreased in 2000 as compared with pro
forma 1999 total title premiums.

The following table presents information regarding the components of
title insurance premiums:

<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
--------------------------------------------------
2000 % OF TOTAL 1999 % OF TOTAL
---------- ---------- -------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Title premiums from direct operations......... $ 571,107 42.1% $319,166 43.9%
Title premiums from agency operations......... 786,002 57.9% 407,703 56.1%
---------- ----- -------- -----
Total....................................... $1,357,109 100.0% $726,869 100.0%
========== ===== ======== =====
</TABLE>

The decrease in real estate activity from 1999 has been more than offset
by the addition of Chicago Title's operations and an increase in the average fee
per file. The increase in fee per file is consistent with a return to more
normalized levels of refinance activity and the continuing increase in home
prices, as well as increased commercial activity as we continue to grow our
National Commercial Division.

Escrow and other title related fees for the nine-month period ended
September 30, 2000, were $325.3 million, as compared with $157.3 million for the
corresponding period of the prior year. The trend in escrow and title related
fees is generally consistent with that of our direct title premiums.

Revenues from real estate related services for the nine-month period
ended September 30, 2000 were $116.3 million as compared with $56.5 million for
the same period in 1999. The increase in revenue

S-25
<PAGE> 26

for the nine-month period is primarily the result of the acquisition of Chicago
Title, as well as increases in revenue from our credit reporting, flood
monitoring, home warranty insurance and tax qualifying property exchange
services.

Interest and investment income for the nine-month period ended September
30, 2000, was $62 million, as compared with $19.7 million for the corresponding
period in 1999. The increase is primarily due to an increase in invested assets
resulting from the Chicago Title merger. We recorded net realized gains on the
sale of assets in the 2000 period of $4.7 million, as compared with net realized
gains of $0.2 million for the corresponding 1999 period.

Other income represents revenue generated by Micro General Corporation,
our majority-owned information services subsidiary, FNF Capital, Inc., our
equipment leasing subsidiary, and Express Network, which was sold in the second
quarter of 2000. On a year-to-date basis, other income was $64.7 million for the
2000 period, as compared with $83.5 million in 1999. The decrease in other
income is due to the sale of Express Network in the second quarter of 2000 as
well as decreases in externally generated revenue by Micro General.

Our operating expenses consist primarily of personnel costs, other
operating expenses and agent commissions, which are incurred as orders are
received and processed. Title insurance premiums, escrow and other title related
fees are generally recognized as income at the time the underlying transaction
closes. As a result, revenue lags approximately 60-90 days behind expenses and
therefore gross margins may fluctuate. The changes in the market environment,
mix of business between direct and agency operations and the contributions from
our various business units have impacted margins and net earnings. We have
implemented programs and have taken necessary actions to maintain expense levels
consistent with revenue; however, a short time lag does exist in reducing
variable costs and certain fixed costs are incurred regardless of revenue
levels.

Personnel costs include base salaries, commissions and bonuses paid to
employees, and are one of our most significant operating expenses. These costs
generally fluctuate with the level of orders opened and closed and with the mix
of revenue. For the nine-month periods ended September 30, 2000 and 1999,
personnel costs were $600.4 million, or 31.2% of total revenue, and $311.1
million, or 29.8% of total revenue, respectively. We have taken significant
measures to maintain appropriate personnel levels and costs relative to the
volume and mix of business while maintaining customer service standards and
quality controls. We will continue to monitor prevailing market conditions and
will adjust personnel costs in accordance with activity.

Other operating expenses consist primarily of facilities expenses, title
plant maintenance, premium taxes (which insurance underwriters are required to
pay on title premiums in lieu of franchise and other state taxes), postage and
courier services, computer services (including personnel costs associated with
information technology support), professional services, advertising expenses,
general insurance, depreciation and trade and notes receivable allowances. We
continue to be committed to cost control measures. In response to market
conditions, we have implemented aggressive cost control programs in order to
maintain operating expenses at levels consistent with the levels of revenue.
However, certain fixed costs are incurred regardless of revenue levels,
resulting in period-over-period fluctuations. Our cost control programs are
designed to evaluate expenses, both current and budgeted, relative to existing
and projected market conditions. For the nine-month period ended September 30,
2000, total other operating expenses were $431.4 million, excluding the
non-recurring charges we took in the first quarter of 2000, and $244.4 million
for the corresponding 1999 period. As a percentage of total revenue, other
operating expenses for the 2000 period were 22.4% as compared with 23.4% for the
1999 period, excluding the non-recurring charges.

Agent commissions represent the portion of policy premiums retained by
agents pursuant to the terms of their respective agency contracts. Agent
commissions as a percentage of agent title premiums for the nine-month periods
ended September 30, 2000 and 1999 were 78.0% and 79.8%, respectively. Agent
commissions and the resulting percentage of agent title premiums retained by us
vary according to regional differences in real estate closing practices and
state regulations.

S-26
<PAGE> 27

The provision for claim losses includes an estimate of anticipated title
claims. The estimate of anticipated title claims is accrued as a percentage of
title premium revenue based on our historical loss experience and other relevant
factors. We monitor our claims loss experience on a continual basis and adjust
the provision for claim losses accordingly. Based on our loss development
studies, we believe that as a result of our underwriting and claims handling
practices, as well as the refinancing business of prior years, we will maintain
the claim loss trends we have experienced over the past several years. As such,
our claim loss provision as a percentage of total title premiums was 5.0% in
2000, as compared with 6.2% in 1999.

Interest expense for the nine-month period ended September 30, 2000, was
$41.5 million. Interest expense for the nine-month period ended September 30,
1999, was $10 million. The increase in interest expense for the 2000 period is
attributable to the increase in outstanding notes payable, primarily related to
the financing of the Chicago Title merger, and an increase in certain indices on
which our variable interest rates are based.

Amortization of cost in excess of net assets acquired was $24.1 million
and $4 million for the nine-month periods ended September 30, 2000 and 1999,
respectively. In connection with the acquisition of Chicago Title, we recorded
estimated cost in excess of net assets acquired of approximately $731.8 million.
As a result, amortization of cost in excess of net assets acquired has increased
accordingly.

Income tax expense as a percentage of earnings before income taxes for
the nine-month periods ended September 30, 2000 and 1999, were 45.8% and 40.2%,
respectively. The fluctuation in income tax expense as a percentage of earnings
before income taxes is attributable to our estimate of ultimate income tax
liability, the impact of the non-recurring charges and the non-deductible
goodwill recorded pursuant to the Chicago Title merger and the characteristics
of net earnings -- i.e., operating income versus investment income.

COMPARISON OF YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

Overview. The following table presents certain financial and other data
for the years indicated:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1999 1998 1997
---------- ---------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Total revenue........................................... $1,352,204 $1,288,465 $863,059
========== ========== ========
Total expenses.......................................... $1,234,376 $1,113,331 $777,456
========== ========== ========
Earnings before extraordinary item...................... $ 70,853 $ 105,692 $ 49,008
Extraordinary item -- loss on early retirement of debt,
net of income taxes................................... -- -- (1,700)
---------- ---------- --------
Net earnings.......................................... $ 70,853 $ 105,692 $ 47,308
========== ========== ========
Return on average equity before extraordinary item(1)... 17.1% 31.5% 22.4%
Return on average equity including extraordinary
item(1)............................................... 17.1% 31.5% 21.7%
</TABLE>

------------
(1) Percentage return on average equity is net earnings for the year divided by
the simple average of total stockholders' equity as of the beginning and end
of each year presented.

Title insurance revenue is closely related to the level of real estate
activity and the average price of real estate sales on both a national and local
basis. Real estate sales are directly affected by changes in the cost of
financing purchases of real estate -- i.e., mortgage interest rates. Other
macroeconomic factors affecting real estate activity include, but are not
limited to, demand for housing, employment levels, family income levels and
general economic conditions. Because these factors can change dramatically,
revenue levels in the title insurance industry can also change dramatically. For
example, beginning in late 1995 and into 1998, the level of real estate activity
increased, including refinancing transactions, new home sales and resales, due
in part to decreases in mortgage interest rates. Stable mortgage interest rates
and strength in

S-27
<PAGE> 28

the real estate market, especially in California and throughout the West Coast,
contributed to very positive conditions for the title insurance industry
throughout 1997 and 1998. However, during 1999, steady interest rate increases
caused by actions taken by the Federal Reserve Board resulted in a significant
decline in refinancing transactions. As a result, the market shifted from a
refinance-driven market to a more traditional market driven by new home
purchases and resales. Increases in mortgage interest rates were partially
offset by consumer confidence in the overall economy, which resulted in record
home sales in 1999. However, we cannot predict the future direction of interest
rates or the real estate market.

Revenue. The following table presents the components of our revenue:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1999 1998 1997
---------- ---------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Title insurance premiums................................ $ 939,452 $ 910,278 $616,074
Escrow and other title related fees..................... 206,570 215,254 152,464
Real estate related services............................ 67,844 69,970 38,129
Interest and investment income, including realized gains
and losses............................................ 28,395 39,587 35,806
Other income............................................ 109,943 53,376 20,586
---------- ---------- --------
Total revenue......................................... $1,352,204 $1,288,465 $863,059
========== ========== ========
Orders opened by direct operations...................... 743,000 987,000 621,000
Orders closed by direct operations...................... 551,000 670,000 436,000
</TABLE>

Total revenue in 1999 increased 4.9% to $1,352.2 million from $1,288.5
million in 1998. Revenue in 1998 of $1,288.5 million reflects a 49.3% increase
from 1997 revenue of $863.1 million. The increases in total revenue are
primarily the result of strength in our core title and real estate related
service operations, which were positively impacted by favorable market
conditions leading to an increase in real estate activity. The increased real
estate activity, combined with acquisitions of real estate related service
companies and the integration of those real estate related service operations
into our core businesses, also contributed to increased revenue.

Title insurance premiums increased by 3.2% to $939.4 million in 1999,
from $910.3 million in 1998. In 1998, title premiums increased by 47.8% to
$910.3 million from $616.1 million in 1997. The premium increases from 1997
through 1999 were indicative of the favorable market conditions existing during
the period. In 1999, refinance transactions declined from record levels in 1998
to levels consistent with historical norms due to interest rate increases caused
by actions taken by the Federal Reserve Board. Increases in mortgage interest
rates were partially offset by consumer confidence in the overall economy, which
resulted in record home sales in 1999. As the volume of refinance transactions
decreased, the market shifted from a refinance-driven market to a more
traditional market driven by new home purchases and resales. We also experienced
a slight shift in our title premium mix from direct operations to agency
operations during 1999.

The following table presents the percentages of title insurance premiums
generated by direct and agency operations:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------
1999 1998 1997
---------------- ---------------- ----------------
AMOUNTS % AMOUNTS % AMOUNTS %
-------- ----- -------- ----- -------- -----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Direct title insurance premiums......... $407,769 43.4% $425,551 46.7% $286,487 46.5%
Agency title insurance premiums......... 531,683 56.6 484,727 53.3 329,587 53.5
-------- ----- -------- ----- -------- -----
Total title insurance premiums........ $939,452 100.0% $910,278 100.0% $616,074 100.0%
======== ===== ======== ===== ======== =====
</TABLE>

S-28
<PAGE> 29

Trends in escrow and other title related fees are primarily related to
title insurance activity generated by our direct operations. Escrow and other
title related fees during the three-year period ended December 31, 1999,
fluctuated in a pattern generally consistent with the fluctuation in direct
title insurance premiums and order counts. Escrow and other title related fees
were $206.6 million, $215.3 million and $152.5 million, respectively, during
1999, 1998 and 1997. In addition, we focused on expansion of our escrow
operations in areas such as Southern California during the three years ended
December 31, 1999.

Revenues from real estate related services generally trend closely with
the level and mix of business, as well as the performance of our title related
subsidiaries. During 1996 and 1997, we acquired real estate related service
companies in various separate transactions. Our strategy in making the real
estate related service company acquisitions was to acquire previously existing
entities in businesses we believed to be complementary to our core title and
escrow businesses. Further, we sought to acquire companies with strong
management and efficient operations in order to provide for their seamless
transition from stand-alone operations to our subsidiaries and to prevent any
disruption of the acquired companies' businesses, while minimizing integration
costs. The integration of the real estate related service companies was as
expected and integration related costs were negligible. Revenues from real
estate related services in 1999 were $67.8 million, a decrease of $2.2 million,
or 3.1%, over 1998 revenues from real estate related revenue of $70 million. In
1998, revenues from real estate related services increased $31.9 million, or
83.7%, to $70 million from $38.1 million in 1997.

Interest and investment income levels are primarily a function of
securities markets, interest rates and the amount of cash available for
investment. 1999 interest and investment income was $28.4 million, compared to
$39.6 million in 1998, a decrease of $11.2 million, or 28.3%. Average invested
assets, excluding real estate, increased 13.4% to $547.4 million, from $482.5
million in 1998. The tax equivalent yield in 1999, excluding net realized
losses, was 6.2%. The decrease in investment income in 1999 from 1998 is the
result of net realized losses in 1999 of $76,000, compared to net realized gains
in 1998 of $17.2 million, offset by an increase in interest and dividend income
generated by the increased invested asset base and interest rate increases
during the year. 1998 investment income increased $3.8 million, or 10.6%, to
$39.6 million, compared to $35.8 million in 1997. Average invested assets,
excluding real estate, increased 28.6% to $482.5 million in 1998 from $375.1
million in 1997, while the tax equivalent yield remained at 5.5%. The increase
in investment income in 1998 over 1997 is primarily the result of an increase in
interest and dividend income generated by the increased invested asset base. Net
realized gains from the sale of investment securities and other assets in 1998
were $17.2 million, compared to $16.8 million in 1997, prior to applicable
income taxes. Included in 1998 net realized gains is a gain from the conversion
of our investment in Data Tree Corporation of approximately $9.7 million. The
primary components of 1997 net realized gains are as follows: $10.4 million in
capital gains from the sale of investment securities and other assets, $4.3
million in capital gain from the sale of our former home office building, $1.3
million from the sale of a majority interest in American Title Company and
approximately $800,000 in capital gain from the sale of our former small
business investment company subsidiary, FNF Ventures, Inc.

Other income represents revenue generated by Micro General, FNF Capital
and Express Network. Other income was $109.9 million in 1999, $53.4 million in
1998 and $20.6 million in 1997. Other income has increased since 1997 as a
result of including Micro General in our results of operations beginning in May
1998 as well as increases in externally generated revenue by Micro General in
1999 as compared with 1998.

S-29
<PAGE> 30

Expenses. The following table presents the components of our expenses:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1999 1998 1997
---------- ---------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Personnel costs......................................... $ 407,078 $ 394,284 $273,221
Other operating expenses................................ 328,646 253,951 188,207
Agent commissions....................................... 423,675 385,649 261,182
Provision for claim losses.............................. 52,713 59,294 41,558
Interest expense........................................ 15,626 17,024 12,269
Amortization of cost in excess of net assets acquired... 6,638 3,129 1,019
---------- ---------- --------
Total expenses........................................ $1,234,376 $1,113,331 $777,456
========== ========== ========
</TABLE>

Personnel costs totaled $407.1 million, $394.3 million and $273.2 million
for the years ended December 31, 1999, 1998 and 1997, respectively. Personnel
costs as a percentage of total revenue decreased to 30.1% in 1999 from 30.6% in
1998, following a decrease from 31.7% in 1997. We took significant measures to
maintain appropriate personnel levels and costs relative to the volume and mix
of business. These fluctuations reflect a continuing emphasis on expense control
and an increase in productivity resulting from our automation and electronic
commerce. We will not, however, compromise our customer service standards or
quality controls in responding to market conditions. We continue to monitor
prevailing market conditions and will adjust personnel costs in accordance with
activity.

Other operating expenses increased as a percentage of total revenue to
24.3% in 1999 from 19.7% in 1998, and 21.8% in 1997. The primary components of
the increase in 1999 were the impact of Micro General's business expansion,
increased data processing and information technology costs and normal year over
year price increases including rent escalations, travel and other general and
administrative costs. Combined, these increases have offset much of our cost
control efforts. Total other operating expenses totaled $328.6 million, $254
million and $188.2 million in 1999, 1998 and 1997, respectively.

Agent commissions represent the portion of premiums retained by agents
pursuant to the terms of their respective agency contracts. Agent commissions
and the resulting percentage of agent premiums we retain vary according to
regional differences in real estate closing practices and state regulations.

The following table illustrates the relationship of agent premiums and
agent commissions:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------
1999 1998 1997
---------------- ---------------- ----------------
AMOUNTS % AMOUNTS % AMOUNTS %
-------- ----- -------- ----- -------- -----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Agent premiums.......................... $531,683 100.0% $484,727 100.0% $329,587 100.0%
Agent commissions....................... 423,675 79.7 385,649 79.6 261,182 79.2
-------- ----- -------- ----- -------- -----
Premiums retained by us............... $108,008 20.3% $ 99,078 20.4% $ 68,405 20.8%
======== ===== ======== ===== ======== =====
</TABLE>

In 1999, 1998 and 1997, we recorded provisions for claim losses of 6.0%,
7.0%, and 7.0%, respectively, of title insurance premiums, net of recoupments
and prior to the impact of premium rates and our loss experience in the state of
Texas. Premiums in Texas are all-inclusive and include a closing fee in addition
to a risk related premium, which differs from similar coverage in other states,
while loss experience is comparable. As a result, the provision for claim losses
in Texas is much lower than in states that do not have all-inclusive premiums.
These factors resulted in net provisions for claim losses of 5.6%, 6.5% and 6.7%
in 1999, 1998 and 1997, respectively.

S-30
<PAGE> 31

A summary of the reserve for claim losses follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,(1)
----------------------------------
1999 1998 1997
-------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Beginning balance........................................ $224,534 $201,674 $196,527
Reserves assumed....................................... -- -- 284
Reserves transferred................................... (4,310)(1) -- (160)
Claim loss provision related to:
Current year........................................ 57,321 59,294 39,301
Prior years......................................... (4,608) -- 2,257
-------- -------- --------
Total claim loss provision........................ 52,713 59,294 41,558
Claims paid, net of recoupments related to:
Current year........................................... (1,229) (1,045) (3,385)
Prior years............................................ (31,746) (35,389) (33,150)
-------- -------- --------
Total claims paid, net of recoupments............. (32,975) (36,434) (36,535)
-------- -------- --------
Ending balance........................................... $239,962 $224,534 $201,674
======== ======== ========
Provision for claim losses as a percentage of title
insurance premiums..................................... 5.6% 6.5% 6.7%
</TABLE>

------------
(1) On March 18, 1998, we announced that we had agreed to sell National Title
Insurance of New York Inc. to American Title Company, a wholly-owned
subsidiary of American National Financial, Inc., for $3.25 million subject
to regulatory approval and certain other conditions. We structured the
purchase price at a premium to book value. As of September 30, 2000, we hold
a 28.0% interest in American National Financial, Inc. We acquired National
Title Insurance of New York Inc. in April 1996 as part of the Nations Title
Inc. acquisition, and National Title Insurance of New York has not been
actively underwriting policies since. Regulators approved this transaction
on May 27, 1999 and the transaction closed on June 10, 1999. We recognized a
gain of approximately $1.2 million prior to applicable income taxes, in
connection with the sale of National Title Insurance of New York. We have
reflected this gain in the Consolidated Statement of Earnings for the year
ended December 31, 1999.

We incur interest expense in financing our capital asset purchases, lease
originations, certain acquisitions and certain general corporate purposes.
Interest expense consists of interest related to our outstanding debt and the
amortization of original issue discount and debt issuance costs related to the
Liquid Yield Option Notes ("LYONs") due 2009 we issued in February 1994.
Interest expense on non-LYONs debt totaled $15.2 million, $12.8 million and $7
million for the years 1999, 1998 and 1997, respectively. The LYONs related
component of interest expense amounted to $445,000, $4.2 million and $5.3
million for 1999, 1998 and 1997, respectively. Included in 1998 interest expense
is $4.7 million of interest relating to the settlement of an Internal Revenue
Service examination for the tax years 1990 through 1994. Excluding the interest
expense related to the tax examination, the fluctuation in interest expense in
1999 compared to 1998 can be attributed to an increase in non-LYONs debt and
related interest rates, offset by the redemption and conversion of LYONs in
1999. The increase in 1998 over 1997 can be attributed to an increase in
non-LYONs debt outstanding offset by more favorable interest rates in 1998 than
1997 and the conversion of LYONs during 1998.

Income tax expense for 1999, 1998 and 1997, as a percentage of earnings
before income taxes, including the extraordinary loss in 1997 was 39.9%, 39.7%
and 42.7%, respectively. The fluctuations in income tax expense as a percentage
of earnings before income taxes, including the extraordinary loss, are
attributable to the following: the effect of state income taxes on our
wholly-owned underwritten title companies, real estate related ancillary service
companies, Micro General and FNF Capital; a change in the amount and
characteristics of net income; operating income versus investment income and the
tax treatment of certain items.

S-31
<PAGE> 32

Extraordinary Item. In an effort to reduce our leverage while taking
advantage of the favorable environment relative to our common stock, on October
17, 1997, we purchased $45 million aggregate principal amount at maturity of our
outstanding LYONs due 2009 in a private transaction from Merrill Lynch, Pierce,
Fenner & Smith Incorporated for an aggregate purchase price of $27.2 million (or
$605 per $1,000 principal amount at maturity of LYONs). The purchase price was
paid in the form of 1,394,381 shares, $26.4 million, of our common stock (the
"Exchange Shares"). We also paid Merrill Lynch the excess of a base price of
$19.53 per Exchange Share over the actual sales price (less $0.05 per share in
commissions) realized by Merrill Lynch for sales of up to 607,881 Exchange
Shares. We also paid Merrill Lynch for each day, an amount in cash to be
determined by multiplying the Net Carry Amount (number of Exchange Shares
multiplied by $19.53) by the Applicable Rate (LIBOR plus 2.50%). Our payment
obligations were subject to reduction for dividends on Exchange Shares received
by Merrill Lynch during the period. We paid the foregoing amounts to Merrill
Lynch in cash of approximately $790,000 on November 7, 1997. The purchase of the
LYONs increased stockholders' equity by approximately $24.7 million while
reducing outstanding debt by approximately $24.3 million. An extraordinary loss
due to the early retirement of debt of approximately $1.7 million, net of
applicable income taxes, related to this transaction has been recorded in our
Consolidated Statement of Earnings for the year ended December 31, 1997.

LIQUIDITY AND CAPITAL RESOURCES

On March 20, 2000, we acquired Chicago Title. Pursuant to the terms of
the merger agreement, Chicago Title stockholders received aggregate merger
consideration valued at approximately $1.1 billion. The merger consideration was
paid in the form of 1.7673 shares of our common stock and $26.00 in cash for
each share of Chicago Title common stock, resulting in the issuance of
approximately 38.8 million shares of our common stock valued at an average price
during the applicable period of $13.1771 per share and the payment of
approximately $570.2 million in cash.

In connection with the Chicago Title merger, we entered into an $800
million syndicated credit agreement. The credit agreement provides for three
distinct credit facilities:

- $100 million, 18 month revolving credit facility due September 30,
2001;

- $250 million, 6 year revolving credit facility due March 19, 2006; and

- $450 million term loan facility with a 6 year amortization period, due
March 19, 2006.

The credit agreement bears interest at a variable rate of interest based on the
debt ratings assigned to us by certain independent agencies, and is unsecured.
The current interest rate is LIBOR plus 1.125%. Amounts borrowed under the
credit agreement were used to pay the cash portion of the merger consideration,
to refinance previously existing indebtedness, to pay fees and expenses incurred
in connection with the merger and to fund other general corporate purposes.

We must comply with certain affirmative and negative covenants related to
our credit agreement and other debt facilities, which require that we maintain
our current debt ratings and certain financial ratios related to liquidity, net
worth, capitalization, investments, acquisitions and restricted payments, and
our certain dividend restrictions. We are in compliance with all of our debt
covenants as of September 30, 2000. The net proceeds from the sale of shares of
our common stock in the offering will be used to pay down our indebtedness under
the credit facility.

Our cash requirements include debt service, operating expenses, lease
fundings, lease securitizations, taxes and dividends on our common stock. We
believe that all anticipated cash requirements for current operations will be
met from internally generated funds, through cash dividends from subsidiaries,
cash generated by investment securities and bank borrowings through existing
credit facilities. Our short-and long-term liquidity requirements are monitored
regularly to match cash inflows with cash requirements. We forecast the daily
needs of all of our subsidiaries and periodically review their short- and
long-term projected sources and uses of funds, as well as the asset, liability,
investment and cash flow assumptions underlying these projections.
S-32
<PAGE> 33

Our two significant sources of our funds are dividends and distributions
from our subsidiaries. As a holding company, we receive cash from our
subsidiaries in the form of dividends and as reimbursement for operating and
other administrative expenses we incur. The reimbursements are executed within
the guidelines of management agreements among us and our subsidiaries. Our
insurance subsidiaries are restricted by state regulation in their ability to
pay dividends and make distributions. Each state of domicile regulates the
extent to which our title underwriters can pay dividends or make other
distributions to us. Our underwritten title companies, real estate related
service companies, Micro General and FNF Capital, collect revenue and pay
operating expenses. However, they are not regulated to the same extent as our
insurance subsidiaries. Positive cash flow from these subsidiaries are invested
primarily in cash and cash equivalents.

S-33
<PAGE> 34

BUSINESS

In addition, we provide a broad array of escrow and other title related
services, as well as real estate related services, including:

- collection and trust activities

- trustee's sales guarantees

- recordings

- reconveyances

- property appraisal services

- credit reporting

- exchange intermediary services in connection with real estate
transactions

- real estate tax services

- home warranty insurance

- foreclosure posting and publishing services

- loan portfolio services

- flood certification

- field services

MARKET FOR TITLE INSURANCE

Virtually every real estate transaction consummated in the U.S. requires
the use of title insurance by a lending institution before a transaction can be
finalized. Generally, revenues from title insurance policies are directly
correlated with the value of the property underlying the title policy, and
appreciation in the overall value of the real estate market drives growth in
total industry revenues. Industry revenues are also driven by swings in interest
rates, which affect demand for new mortgage loans and refinancing transactions.

The U.S. title insurance industry is concentrated among a handful of
industry participants. According to Corporate Development Services, the top five
title insurance companies accounted for 89% of net premiums collected in 1999.
Over 40 independent title insurance companies accounted for the remaining 11% of
net premiums collected in 1999. Over the last few years, the title insurance
industry has been consolidating, beginning with the merger of Lawyers Title
Insurance and Commonwealth Land Title Insurance in 1998 to create LandAmerica
Financial Group, Inc., followed by our acquisition of Chicago Title in March
2000. Consolidation has created opportunities for increased financial and
operating efficiencies for the industry's largest participants and should
continue to drive profitability and market share in the industry.
S-34
<PAGE> 35

STRATEGY

Our strategy is to maximize operating profits by increasing our market
share in the title insurance business and by aggressively and effectively
managing operating expenses throughout the real estate business cycle. In
addition, we plan to broaden our market penetration by focusing on our real
estate related services. To accomplish our goals, we intend to:

- Operate each of our five title brands independently. We believe that in
order to maintain and strengthen our title insurance revenue base, we
must leave the Fidelity Title, Chicago Title, Ticor Title, Security
Union Title and Alamo Title brands intact and operate them
independently. Entrepreneurship and close customer relationships are an
integral part of the culture at each of our title brands. We believe
that this culture of independence aids in employee retention, which is
critical to the operating success of each brand.

- Consistently deliver high quality products with superior customer
service. We believe customer service and consistent product delivery
are the most important factors in attracting and retaining customers.
We continue to focus our marketing efforts and distribution network to
serve our customers in the residential, institutional and commercial
market sectors.

- Implement our disciplined operating philosophy throughout the Chicago
Title brands. We have introduced our key standard operating metrics at
Chicago Title, Ticor Title and Security Union Title. We monitor opened
and closed orders per employee and revenue per employee on a weekly
basis at all of our brands. Direct orders opened and closed for the
Chicago Title brands have significantly improved from 11.3 orders
opened and 7.9 orders closed in April 2000 to 12.2 orders opened and
9.2 orders closed for the month of September 2000. While we
aggressively monitor personnel costs with revenues, we have not
sacrificed and will not sacrifice our level of customer service to
increase these metrics.

- Employ our industry-leading technology to enhance efficiency and
simplify the title insurance research process. Through our majority
owned information technology services subsidiary, Micro General
Corporation, a full-service enterprise solutions enabler offering a
complete range of information technology services, we are preparing for
the beta launch of our Next Generation System in early 2001. This
browser-based real estate documentation system, when implemented in
2001, will provide us with the necessary platform to begin to make
meaningful progress in increasing the efficiencies of the title
insurance research and issuance process. Our Next Generation System
will allow data retrieval and file access from remote locations,
thereby allowing complete workflow mobility among all of our title
insurance brands as well as our real estate related subsidiaries. We
also plan to offer the use of this system to our agents.

- Continue to expand the scope and breadth of the real estate related
products and services we offer. We plan to maximize the value of the
Fidelity brand through the penetration of our real estate related
products and services into our large, diverse customer base. We have
consolidated most of the real estate related products and services we
offer, which include property appraisal, credit reporting, flood
certification, real estate tax services, home warranty insurance,
foreclosure posting and publishing, exchange intermediary services,
loan portfolio services and field services, under the Fidelity brand.
We are also developing a national real estate information database,
which we believe will allow us to improve the value and content of our
existing information products, to market customized real property
information products directly to real estate brokers and their
customers and reduce expenditures to, and reliance upon, third party
data vendors.

RECENT DEVELOPMENTS

On March 20, 2000, we merged with Chicago Title Corporation pursuant to
an Agreement and Plan of Merger dated August 1, 1999 and amended on October 13,
1999. Prior to the merger, Chicago Title was one of the nation's largest
providers of title insurance and real estate related services for residential
and commercial real estate transactions. For the year ended December 31, 1999,
Chicago Title

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<PAGE> 36

had revenues of $2 billion and net earnings of $105.8 million. As of December
31, 1999, Chicago Title had total assets of $1.9 billion. At the time of the
merger, Chicago Title had more than 340 full service offices and approximately
4,100 policy-issuing agents in 49 states, Puerto Rico, the U.S. Virgin Islands,
Guam and Canada, which are now part of our operations.

On January 3, 2001, we acquired International Data Management
Corporation, or "IDM," a leading provider of real estate information services.
IDM's real estate information databases contains over 100 million real property
ownership and sales records from the continental United States. The databases
are updated daily to reflect new sales, mortgage information and other changes
in real property ownership. Our acquisition of IDM contributes to our strategy
of expanding the scope and breadth of the real estate related products and
services we offer.

INDUSTRY OVERVIEW

Title Insurance Policies. Generally, real estate buyers and mortgage
lenders purchase title insurance to insure good and marketable title to real
estate. Today, virtually all real property mortgage lenders require their
borrowers to obtain a title insurance policy at the time a mortgage loan is
made. Title insurance premiums are based upon either the purchase price of the
property insured or the amount of the mortgage loan. Title insurance premiums
are due in full at the closing of the real estate transaction, and the policy
generally terminates upon the resale or refinancing of the property.

Prior to issuing policies, underwriters can reduce or eliminate future
claim losses by accurately performing searches and examinations. A title
company's predominant expense relates to such searches and examinations, the
preparation of preliminary title reports, policies or commitments and the
maintenance of title "plants," which are indexed compilations of public records,
maps and other relevant historical documents. Claim losses generally result from
errors or mistakes made in the title search and examination process and from
hidden defects such as fraud, forgery, incapacity, missing heirs or refinancing
of the property.

Commercial real estate title insurance policies insure title to
commercial real property, and generally involve higher coverage amounts and
yield higher premiums, thereby generating greater profit margins than title
policies for residential real estate transactions. Prior to the Chicago Title
merger, we issued primarily residential real property title insurance policies.
In the Chicago Title merger, we acquired Chicago Title's National Commercial &
Industrial business group, which specializes in meeting the needs of clients
involved in large commercial transactions. As discussed later under the heading
"Economic Factors Affecting Industry," the volume of commercial real estate
transactions is affected primarily by fluctuations in local supply and demand
conditions for office space, while residential real estate transaction volume is
primarily affected by macroeconomic and seasonal factors. Thus, we believe the
addition of Chicago Title's commercial real estate title insurance base will
help in maintaining uniform revenue levels throughout the seasons.

Losses and Reserves. While most other forms of insurance provide for the
assumption of risk of loss arising out of unforeseen events, title insurance
serves to protect the policyholder from risk of loss from events that predate
the issuance of the policy. As a result, claim losses associated with issuing
title policies are less expensive when compared to other insurance underwriters.
The maximum amount of liability under a title insurance policy is usually the
face amount of the policy plus the cost of defending the insured's title against
an adverse claim.

Reserves for claim losses are based upon known claims, as well as losses
we expect to incur based upon historical experience and other factors, including
industry averages, claim loss history, legal environment, geographic
considerations, expected recoupments and the types of policies written. We also
accrue reserves for losses arising from escrow, closing and disbursement
functions due to fraud or operational error.

A title insurance company can minimize its losses by having strict
quality control systems and underwriting standards in place. These controls
increase the likelihood that the appropriate level of

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<PAGE> 37

diligence is conducted in completing a title search so that the possibility of
potential claims is significantly mitigated. In the case of independent agents,
who conduct their own title searches, the agency agreement between the agent and
the title insurance underwriter gives the underwriter the ability to proceed
against the agent when a loss arises from a flawed title search.

Courts and juries sometimes award damages against insurance companies,
including title insurance companies, in excess of policy limits. Such awards are
typically based on allegations of fraud, misrepresentation, deceptive trade
practices or other wrongful acts commonly referred to as "bad faith." Although
we have not experienced damage awards materially in excess of policy limits, the
possibility of such bad faith damage awards may cause us to experience increased
costs and difficulty in settling title claims.

The maximum insurable amount under any single title insurance policy is
determined by statutorily calculated net worth. The highest self-imposed single
policy maximum insurable amounts for any of our title insurance subsidiaries is
$100 million.

Direct and Agency Operations. We provide title insurance services through
our direct operations and wholly owned underwritten title companies, and
additionally through independent title insurance agents who issue title policies
on behalf of title underwriters. Title underwriters determine the terms and
conditions upon which they will insure title to the real property according to
their underwriting standards, policies and procedures. In our direct operations,
the title underwriter issues the title insurance policy and retains the entire
premium paid in connection with the transaction. In our agency operations, the
search and examination function is performed by an independent agent. The agent
thus retains the majority of the title premium collected, with the balance
remitted to the title underwriter for bearing the risk of loss in the event that
a claim is made under the title insurance policy. Independent agents may select
among several title underwriters based upon the amount of the premium "split"
offered by the underwriter, the overall terms and conditions of the agency
agreement and the scope of services offered to the agent. Premium splits vary by
geographic region.

Our direct operations provide the following benefits:

- higher margins because we retain the entire premium from each
transaction instead of paying a commission to an agent;

- continuity of service levels to a broad range of customers; and

- additional sources of income through escrow and other real estate
related services, such as property appraisal services, collection and
trust activities, real estate information and technology services,
trustee's sales guarantees, credit reporting, flood certification, real
estate tax services, reconveyances, recordings, foreclosure publishing
and posting services and exchange intermediary services in connection
with real estate transactions.

Economic Factors Affecting Industry. Title insurance revenue is closely
related to the level of real estate activity and the average price of real
estate sales. Real estate sales are directly affected by the availability of
funds to finance purchases -- i.e., mortgage interest rates. Other factors
affecting real estate activity include, but are not limited to, demand for
housing, employment levels, family income levels and general economic
conditions. We have found that residential real estate activity decreases in the
following situations:

- when mortgage interest rates are high;

- when the mortgage funding supply is limited; and

- when the United States economy is weak.

Because commercial real estate transactions tend to be driven more by
supply and demand for commercial space and occupancy rates in a particular area
rather than by macroeconomic events, our commercial real estate title insurance
business can generate revenues which offset the industry cycles discussed above.
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<PAGE> 38

TITLE INSURANCE OPERATIONS

Our direct operations are divided into approximately 200 profit centers
consisting of more than 1,000 offices. Each profit center processes title
insurance transactions within its geographical area, which is usually identified
by a county, a group of counties forming a region, or a state, depending on the
management structure in that part of the country. We also transact title
insurance business through a network of over 7,000 agents, primarily in those
areas in which agents are the more accepted title insurance provider.

The following table sets forth for Fidelity only the approximate dollars
and percentages of title insurance premium revenue by state according to our
records. It does not reflect the results of the Chicago Title merger.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------
1999 1998 1997
----------------- ----------------- -----------------
AMOUNT % AMOUNT % AMOUNT %
-------- ----- -------- ----- -------- -----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
California........................ $289,285 30.8% $301,406 33.1% $202,848 32.9%
Texas............................. 179,490 19.1 178,407 19.6 128,298 20.8
New York.......................... 92,280 9.8 88,899 9.8 60,022 9.7
Florida........................... 48,596 5.2 44,860 4.9 29,457 4.8
Pennsylvania...................... 38,554 4.1 38,893 4.3 26,318 4.3
Arizona........................... 33,396 3.6 32,555 3.6 24,431 4.0
All others........................ 257,851 27.4 225,258 24.7 144,700 23.5
-------- ----- -------- ----- -------- -----
Totals.......................... $939,452 100.0% $910,278 100.0% $616,074 100.0%
======== ===== ======== ===== ======== =====
</TABLE>

For the entire title insurance industry, 12 states accounted for 71.8% of
title premiums written in the United States in 1999. California represented the
single largest state with 18.0%.

The following table sets forth, on a pro forma basis, title insurance
premium revenue by state for the nine-month period ended September 30, 2000,
both in dollars and as a percentage of the total, assuming the Chicago Title
merger had been consummated on January 1, 2000.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, 2000
-----------------------
AMOUNT %
------------ -------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
California................................................ $ 324,703 21.4%
Texas..................................................... 238,932 15.8
New York.................................................. 132,997 8.8
Florida................................................... 100,849 6.7
New Jersey................................................ 63,039 4.2
Michigan.................................................. 58,965 3.8
Washington................................................ 46,783 3.1
All others................................................ 548,670 36.2
---------- -----
Totals.................................................. $1,514,938 100.0%
========== =====
</TABLE>

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<PAGE> 39

We also analyze our business by examining the level of premiums generated
by direct and agency operations. The following table presents the percentages of
title insurance premiums generated by direct and agency operations:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, NINE MONTHS ENDED SEPTEMBER 30,
------------------------------------------------------ -------------------------------------
1999 1998 1997 2000 1999
---------------- ---------------- ---------------- ------------------ ----------------
AMOUNTS % AMOUNTS % AMOUNTS % AMOUNTS % AMOUNTS %
-------- ----- -------- ----- -------- ----- ---------- ----- -------- -----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Direct.................. $407,769 43.4% $425,551 46.7% $286,487 46.5% $ 571,107 42.1% $319,166 43.9%
Agency.................. 531,683 56.6 484,727 53.3 329,587 53.5 786,002 57.9 407,703 56.1%
-------- ----- -------- ----- -------- ----- ---------- ----- -------- -----
Total title insurance
premiums............ $939,452 100.0% $910,278 100.0% $616,074 100.0% $1,357,109 100.0% $726,869 100.0%
======== ===== ======== ===== ======== ===== ========== ===== ======== =====
</TABLE>

Our relationship with each agent is governed by an agency agreement,
which states the conditions under which the agent is authorized to issue a title
insurance policy on our behalf. The agency agreement also prescribes the
circumstances under which the agent may be liable to us if a policy loss is
attributable to the agent's errors. The agency agreement is usually terminable
without cause upon 30 days' notice or immediately for cause. In determining
whether to engage or retain an independent agent, we consider the agent's
experience, financial condition, and loss history. For each agent with whom we
enter into an agency agreement, we maintain financial and loss experience
records. We also conduct periodic audits of our agents.

Escrow and Other Title-Related Fees. In addition to fees for underwriting
title insurance policies, we derive a significant amount of our revenues from
escrow and other title related fees. The role generally taken by a title
insurance company in a real estate transaction is that of an intermediary
completing all the necessary documentation and services required for the
completion of the real estate transaction.

In a typical residential transaction, a title insurance order is received
from a realtor, lawyer, developer or mortgage lender. When a title order is
received by the title insurance company or agent, the title search begins and
the title order is now "open." Once documentation has been prepared and signed,
mortgage lender payoff demands are in hand and documents have been ordered, the
title order is considered "closed." A lawyer, an escrow company or a title
insurance company or agent performs the closing function, most commonly referred
to as an "escrow" in the western United States. The entity providing the closing
function (the "closer") holds the seller's deed of trust and the buyer's
mortgage until all issues relating to the transaction have been settled. After
these issues have been cleared, the closer delivers the transaction documents,
records the appropriate title documents in the county recorder's office and
arranges the transfer of funds to pay off prior loans and extinguish the liens
securing such loans. Title policies are then issued. The lender's policy insures
the lender against any defect affecting the priority of the mortgage, in an
amount equal to the outstanding balance of the related mortgage loan. The
buyer's policy insures the buyer against defects in title, in an amount equal to
the purchase price.

The combination of title insurance premiums and these escrow and other
title related services allows us to generate a significant source of revenue.

Reinsurance. In the ordinary course of business, we reinsure certain
risks with other title insurers for the purpose of limiting our maximum loss
exposure. We also assume reinsurance for certain risks of other title insurers
for the purpose of earning additional income. In addition, we cede a portion of
certain policy and other liabilities under agent fidelity, excess of loss and
case-by-case reinsurance agreements. Reinsurance agreements provide generally
that the reinsurer is liable for loss and loss adjustment expense payments
exceeding the amount retained by the ceding company. However, the ceding company
remains primarily liable in the event the reinsurer does not meet its
contractual obligations.

REAL ESTATE RELATED SERVICES

We also provide many of the specialized products and services required to
execute and close real estate transactions that are not offered by our title
insurance subsidiaries. The real estate related services

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<PAGE> 40

we provide allow us to diversify from our core title business and yield higher
profit margins than if we did not provide these services. These services include
the following:

- Property appraisal services. We offer property appraisal services
through a network of state-licensed contract appraisers. In addition,
we provide detailed real estate property evaluation services to lending
institutions utilizing artificial intelligence software, detailed real
estate statistical analysis and physical property inspections.

- Credit reporting. We provide credit information reports to mortgage
lenders nationwide, as well as a variety of related products to meet
the ever-changing needs of the mortgage industry.

- Flood certification. Federal legislation passed in 1994 requires most
mortgage lenders to obtain a property's flood zone status at the time a
loan is originated. We provide these required flood zone determinations
reports to mortgage lenders nationwide.

- Real estate tax services. We advise lending and mortgage related
institutions throughout the United States of the status of property tax
payments that are due on properties securing their loans over the
entire life of the loan. We protect lenders against losses from failing
to monitor delinquent taxes.

- Home warranty insurance. We issue one-year, renewable insurance
policies that protect homeowners against defects in household systems
and appliances.

- Foreclosure posting and publishing. We offer posting and publication of
foreclosure and auction notices to the real estate foreclosure
industry.

- Exchange intermediary services. We provide customers with qualified
exchanges under Section 1031 of the Internal Revenue Code, which allows
customers to defer the payment of capital gain taxes on the sale of
their investment property.

- Loan portfolio services. We provide a comprehensive line of document
preparation and recording services on a national basis, including
computerized tracking services, mortgage assignment and release
preparation and due diligence and research services designed to resolve
and retrieve missing or defective documents and obtain certified copies
of documents and chain-of-title verification.

- Field services. We provide property inspection, preservation and
maintenance services to mortgage lenders nationwide.

OTHER INCOME

Other income represents externally generated revenue by Micro General,
FNF Capital and Express Network, which was sold in the second quarter of 2000.

Micro General has used its core system development transactional
expertise to launch two new entities, escrow.com and TXMNet, Inc.. escrow.com
provides a service transaction environment for internet commerce, as well as
online auctions and business-to-business exchanges, and TXMNet, Inc. provides
automated decision based products that manage real estate transactions over the
internet.

MARKETING

We market and distribute our products and services to customers in the
residential, institutional lender, and commercial market sectors of the real
estate industry through customer solicitation by sales personnel. We actively
encourage our sales personnel to develop new business relationships with persons
in the real estate community, such as real estate sales agents and brokers,
financial institutions, independent escrow companies and title agents, real
estate developers, mortgage brokers and attorneys. While the focus of the
smaller, local client remains important, large customers, such as national
residential mortgage lenders, real estate investment trusts and developers are
becoming increasingly important. The buying criteria of locally based clients
differ from those of large, geographically diverse customers in that the
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<PAGE> 41

former tend to emphasize personal relationships and ease of transaction
execution, while the latter generally places more emphasis on consistent product
delivery and ability of service providers to meet their information systems
requirements for electronic product delivery. We believe customer service and
consistent product delivery are the most important factors in attracting and
retaining customers, and we measure customer service in terms of quality,
consistency and timeliness in the delivery of services.

COMPETITION

We believe competition in the title insurance industry is based primarily
on expertise, quality and timeliness of service, and price of products and
services. In addition, the financial strength of the insurer has become an
increasingly important factor in decisions relating to the purchase of title
insurance, particularly in multi-state transactions and in situations involving
real estate related investment vehicles such as real estate investment trusts
and real estate mortgage investment conduits.

Our real estate related service subsidiaries face significant competition
from other similar service providers. In addition, these customers may choose to
produce these services internally rather than purchase them from outside
vendors.

REGULATION

Title insurance companies, including underwriters, underwritten title
companies and independent agents, are subject to extensive regulation under
applicable state laws. Each insurance underwriter is usually subject to a
holding company act in its state of domicile, which regulates, among other
matters, the ability to pay dividends and investment policies. The laws of most
states in which we transact business establish supervisory agencies with broad
administrative powers relating to issuing and revoking licenses to transact
business, regulating trade practices, licensing agents, approving policy forms,
accounting principles, financial practices, establishing reserve and capital and
surplus as regards policyholders ("capital and surplus") requirements, defining
suitable investments for reserves and capital and surplus and approving rate
schedules. In 1998, the National Association of Insurance Commissioners approved
codified accounting practices that changed the definition of what constitutes
prescribed statutory accounting practices. This codification will result in
changes to the accounting policies that insurance enterprises use to prepare
their statutory financial statements commencing in 2001. We are currently
evaluating the impact of the rules.

Pursuant to statutory accounting requirements of the various states in
which our title insurance subsidiaries are licensed, those subsidiaries must
defer a portion of premiums earned as an unearned premium reserve for the
protection of policyholders and must maintain qualified assets in an amount
equal to the statutory requirements. The level of unearned premium reserve
required to be maintained at any time is determined on a quarterly basis by
statutory formula based upon either the age, number of policies, and dollar
amount of policy liabilities underwritten, or the age and dollar amount of
statutory premiums

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<PAGE> 42

written. As of September 30, 2000, the combined statutory unearned premium
reserve required and reported for our title insurance subsidiaries was $695
million.

The insurance commissioners of their respective states of domicile
regulate our title insurance subsidiaries. Regulatory examinations usually occur
at three-year intervals, and certain of these examinations are currently
ongoing. The Auditor Division of the Controller of the State of California is
currently conducting an examination of the funds due the State of California
under various escheatment regulations for the years ended on and prior to
December 31, 1998. We have received a preliminary copy of the report and are
continuing discussions with the Auditor Division of the Controller of the State
of California to quantify amounts due, if any. We do not believe that the
examinations performed by the insurance regulators or the Auditor Division of
the Controller of the State of California will have a material impact on our
financial position, our results of operations, or our combined capital and
surplus.

Our title insurance subsidiaries are subject to regulations that restrict
their ability to pay dividends or make other distributions of cash or property
to their immediate parent company without prior approval from the Department of
Insurance of their respective states of domicile. As of September 30, 2000, our
title insurance subsidiaries could pay dividends or make other distributions to
us of $44.1 million.

The combined statutory capital and surplus of our title insurance
subsidiaries was $163.5 million, $164.3 million and $122.1 million as of
December 31, 1999, 1998 and 1997, respectively, and $468.1 million as of
September 30, 2000. The combined statutory earnings of our title insurance
subsidiaries were $43.6 million, $37.8 million and $26.7 million for the years
ended December 31, 1999, 1998 and 1997, respectively. Our combined statutory
earnings for our title insurance subsidiaries for the nine-month period ended
September 30, 2000, including Chicago Title from January 1, 2000, was $68
million.

As a condition to continued authority to underwrite policies in the
states in which our title insurance subsidiaries conduct their business, they
are required to pay certain fees and file information regarding their officers,
directors and financial condition. In addition, our escrow and trust business is
subject to regulation by various state banking authorities.

Pursuant to statutory requirements of the various states in which our
title insurance subsidiaries are domiciled, they must maintain certain levels of
minimum capital and surplus. Each of our title underwriters has complied with
the minimum statutory requirements as of September 30, 2000.

Our underwritten title companies are also subject to certain regulation
by insurance regulatory or banking authorities, primarily relating to minimum
net worth. Minimum net worth of $7.5 million, $2.5 million and $3 million is
required for Fidelity National Title Company, Fidelity National Title Company of
California and Chicago Title Company, respectively. All of our companies are in
compliance with their respective minimum net worth requirements at September 30,
2000.

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<PAGE> 43

RATINGS

Our title insurance subsidiaries are regularly assigned ratings by
independent agencies designed to indicate their financial condition and/or
claims paying ability. The ratings agencies determine ratings by quantitatively
and qualitatively analyzing financial data and other information. Our
subsidiaries include Fidelity National Title, Chicago Title, Ticor Title,
Security Union Title and Alamo Title. Ratings of our principal title insurance
subsidiaries assigned during 1999, individually and collectively, are listed
below:

<TABLE>
<S> <C>
Standard and Poor's (Financial Strength Rating)
FNF Family............................................... A-

Moody's (Financial Strength Rating)
FNF Family............................................... Baa1

Fitch (Claims Paying Ability Rating)
FNF Family............................................... A-

Demotech, Inc. (Financial Stability Rating)
Fidelity Title........................................... A'
Fidelity Title New York.................................. A'
Chicago Title............................................ A"
Ticor Title.............................................. A'
Security Union Title..................................... A'
Alamo Title.............................................. A'
</TABLE>

INVESTMENT POLICIES AND INVESTMENT PORTFOLIO

Our investment policy is designed to maintain a high quality portfolio,
maximize income, minimize interest rate risk and match the duration of our
portfolio to our liabilities. We also make investments in certain equity
securities in order to take advantage of perceived value and for strategic
purposes. Various states regulate what types of assets qualify for purposes of
capital and surplus and unearned premium reserves. Our subsidiaries' investments
are restricted by the state insurance regulations of their domiciliary states
and are limited primarily to cash and cash equivalents, federal and municipal
governmental securities, mortgage loans, certain investment grade debt
securities, equity securities and real estate.

The information presented below as of and for the year ended December 31,
1999 includes the results for Fidelity only. The information as of and for the
nine-month period ended September 30, 2000 includes the results for Chicago
Title from March 20, 2000 to September 30, 2000.

As of December 31, 1999 and September 30, 2000, the carrying amount,
which approximates the fair value, of total investments was $506.9 million and
$1,608.3 million, respectively.

We purchase investment grade fixed maturity securities, selected
non-investment grade fixed maturity securities and equity securities. The
securities in our portfolio are subject to economic conditions and normal market
risks and uncertainties.

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<PAGE> 44

The following table presents certain information regarding the investment
ratings of our fixed maturity portfolio at December 31, 1999 and September 30,
2000.

<TABLE>
<CAPTION>
DECEMBER 31, 1999 SEPTEMBER 30, 2000
------------------------------------------ ---------------------------------------------
AMORTIZED % FAIR % AMORTIZED % FAIR %
RATING(1) COST OF TOTAL VALUE OF TOTAL COST OF TOTAL VALUE OF TOTAL
--------- --------- -------- -------- -------- ---------- -------- ---------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AAA................................. $163,831 46.3% $160,280 46.2% $ 766,205 66.7% $ 767,021 66.9%
AA.................................. 79,271 22.4 78,280 22.6 161,692 14.1 162,296 14.2
A................................... 85,139 24.1 83,418 24.0 112,463 9.8 111,493 9.7
BBB................................. 20,340 5.8 19,875 5.7 53,716 4.7 53,564 4.7
Other............................... 5,244 1.4 5,198 1.5 55,231 4.7 51,706 4.5
-------- ----- -------- ----- ---------- ----- ---------- -----
$353,825 100.0% $347,051 100.0% $1,149,307 100.0% $1,146,080 100.0%
======== ===== ======== ===== ========== ===== ========== =====
</TABLE>

------------
(1) Ratings as assigned by Standard & Poor's Ratings Group and Moody's Investors
Service.

Expected maturities may differ from contractual maturities because
certain borrowers have the right to call or prepay obligations with or without
call or prepayment penalties. Fixed maturity securities with an amortized cost
of $51.7 million and $76.2 million and a fair value of $51.3 million and $72.6
million were callable at December 31, 1999 and September 30, 2000, respectively.

The following table presents certain information regarding our fixed
maturity securities at December 31, 1999 and September 30, 2000.

<TABLE>
<CAPTION>
DECEMBER 31, 1999 SEPTEMBER 30, 2000
------------------------------------------ ---------------------------------------------
AMORTIZED % FAIR % AMORTIZED % FAIR %
MATURITY COST OF TOTAL VALUE OF TOTAL COST OF TOTAL VALUE OF TOTAL
-------- --------- -------- -------- -------- ---------- -------- ---------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
One year or less..................... $ 10,641 3.0% $ 10,609 3.0% $ 121,073 10.5% $ 121,109 10.6%
After one year through five years.... 184,042 52.0 181,375 52.3 538,499 46.9 531,025 46.3
After five years through ten years... 135,383 38.3 131,563 37.9 231,530 20.1 232,746 20.3
After ten years...................... 23,759 6.7 23,504 6.8 258,206 22.5 261,200 22.8
-------- ----- -------- ----- ---------- ----- ---------- -----
$353,825 100.0% $347,051 100.0% $1,149,308 100.0% $1,146,080 100.0%
======== ===== ======== ===== ========== ===== ========== =====
</TABLE>

Our equity securities at December 31, 1999 and September 30, 2000
consisted of investments in various industry groups as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1999 SEPTEMBER 30, 2000
------------------ ------------------
FAIR FAIR
COST VALUE COST VALUE
------- ------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Banks, trust and insurance companies................ $ 1,559 $ 1,628 $ 1,637 $ 1,720
Industrial, miscellaneous and all other............. 38,180 37,253 53,019 51,569
------- ------- ------- -------
$39,739 $38,881 $54,656 $53,289
======= ======= ======= =======
</TABLE>

Our investment results for the year ended December 31, 1999 were as
follows:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1999
----------------------
(DOLLARS IN THOUSANDS)
<S> <C>
Net investment income(1)(2).................. $ 33,914
Average invested assets(1)................... 547,413
Effective return on average invested
assets(1).................................. 6.2%
</TABLE>

(Footnotes on following page)

S-44
<PAGE> 45

------------
(1) Excludes investments in real estate. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Revenue."

(2) Net investment income as reported in our Consolidated Statements of Earnings
has been adjusted in the presentation above to provide the tax equivalent
yield on tax exempt investments and to exclude net realized capital gains
(losses) on the sale of investments and other assets. Net realized capital
gains (losses) totaled ($76,000) in 1999.

EMPLOYEES

As of September 30, 2000, we had approximately 16,000 full-time
equivalent employees. We believe that our relations with employees are generally
good.

PROPERTIES

The majority of our branch offices are leased from third parties. We own
the remaining branch offices.

As of September 30, 2000, we leased office and storage space as follows:

<TABLE>
<CAPTION>
NUMBER OF
LOCATIONS(1)
------------
<S> <C>
California.................................................. 428
Texas....................................................... 130
Arizona..................................................... 102
Illinois.................................................... 98
Florida..................................................... 61
Washington.................................................. 59
Oregon...................................................... 52
Indiana..................................................... 31
New York.................................................... 26
Ohio........................................................ 25
Nevada...................................................... 20
North Carolina.............................................. 19
New Jersey and Maryland..................................... 18
Pennsylvania................................................ 16
Tennessee................................................... 14
Colorado.................................................... 13
Virginia.................................................... 12
Minnesota................................................... 11
Kansas...................................................... 9
Georgia..................................................... 8
Missouri.................................................... 7
New Mexico, Michigan, Massachusetts and Connecticut......... 6
Louisiana and Hawaii........................................ 5
Montana..................................................... 4
South Carolina and Kentucky................................. 3
Wisconsin, Washington D.C., Rhode Island, Delaware and
Alabama................................................... 2
Utah, New Hampshire and Idaho............................... 1
</TABLE>

------------
(1) Represents the number of locations in each state listed.

S-45
<PAGE> 46

LEGAL PROCEEDINGS

In the ordinary course of business, we are involved in various pending
and threatened litigation matters related to our operations, some of which
include claims for punitive or exemplary damages. We believe that no actions,
other than those listed below, depart from customary litigation incidental to
our business and that the resolution of all such litigation will not have a
material adverse effect on us.

As previously disclosed in our prior Securities and Exchange Commission
filings, we have been named as a defendant in five class action lawsuits
alleging irregularities and violations of title and escrow practices. One of
these suits was filed by the Attorney General of the State of California on
behalf of the California Controller and the California Department of Insurance
against the entire title and escrow industry in California. The other four were
filed by private law firms in state and federal courts in San Francisco and Los
Angeles. In February 2000, we reached a settlement of the lawsuit filed by the
California Department of Insurance. The settlement does not require us to pay
any fine or penalty. Two of the other lawsuits brought by private firms have
been dismissed. We are vigorously defending the remaining lawsuits. Chicago
Title was named as a defendant in three similar private lawsuits and is a
defendant class member in the action filed by the California Attorney General.
Two of the private lawsuits against Chicago Title have been dismissed and we are
vigorously defending the remaining lawsuit. We do not believe that the
resolution of these lawsuits will have a material impact on us.

S-46
<PAGE> 47

SHARE OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table sets forth the beneficial ownership as of January 10,
2001, of our common stock by our directors and selected executive officers. The
information as to beneficial common stock ownership is based on data furnished
by the persons concerning whom such information is given.

<TABLE>
<CAPTION>
SHARES OF COMMON STOCK BENEFICIALLY OWNED
----------------------------------------------------------
COMMON
COMMON STOCK TOTAL SHARE PERCENT OF
NAME AND TITLE STOCK EQUIVALENTS(1) OWNERSHIP TOTAL
-------------- --------- -------------- ----------- ------------
<S> <C> <C> <C> <C>
William P. Foley, II...................... 3,070,076(2) 1,801,158 4,871,234 6.79%
Chairman of the Board and Chief
Executive Officer
Frank P. Willey........................... 676,301 380,256 1,056,557 1.50%
Vice Chairman of the Board
Patrick F. Stone.......................... 40,758 203,925 244,683 *
President and Chief Operating Officer
Alan L. Stinson........................... 21,293 72,711 94,004 *
Executive Vice President and Chief
Financial Officer
John Joseph Burns, Jr. ................... 44,680 7,480 52,160 *
Director
John F. Farrell, Jr. ..................... -0- 3,740 3,740 *
Director
Philip G. Heasley......................... -0- 7,480 7,480 *
Director
William A. Imparato....................... 10,333 58,230 68,563 *
Director
Donald M. Koll............................ -0- 67,570 67,570 *
Director
Daniel D. (Ron) Lane...................... 90,529 35,250 125,779 *
Director
General William Lyon...................... 10,067 35,500 45,567 *
Director
J. Thomas Talbot.......................... 21,167 25,000 52,167 *
Director
Cary H. Thompson.......................... -0- 50,168 50,168 *
Director
Richard Paul Toft......................... 30,556 7,480 38,036 *
Director
Listed individuals as a group (14
persons)................................ 4,021,760 2,755,948 6,777,708 9.32%
</TABLE>

------------
* Represents less than one percent.

(1) "Common stock equivalents" are vested stock options and stock options
exerciseable within 60 days after January 10, 2001.

(2) Included in this amount are 1,554,481 shares held by Folco Development
Corporation, of which Mr. Foley and his spouse are the sole stockholders and
272,646 shares held by Foley Family Charitable Foundation; Mr. Foley is a
"controlling person" of the Company.

S-47
<PAGE> 48

UNDERWRITING

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co.
Inc., Lehman Brothers Inc. and U.S. Bancorp Piper Jaffray Inc. are acting as
representatives of the underwriters named below. Subject to the terms and
conditions described in an underwriting agreement among us and the underwriters,
we have agreed to sell to the underwriters, and the underwriters severally have
agreed to purchase from us, the number of shares listed opposite their names
below.

<TABLE>
<CAPTION>
NUMBER
OF SHARES
UNDERWRITER ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................
Bear, Stearns & Co. Inc. ...................................
Lehman Brothers Inc. .......................................
U.S. Bancorp Piper Jaffray Inc. ............................
---------
Total.......................................... 6,000,000
=========
</TABLE>

The underwriters have agreed to purchase all of the shares sold under the
underwriting agreement if any of these shares are purchased. If an underwriter
defaults, the underwriting agreement provides that the purchase commitments of
the non-defaulting underwriters may be increased or the underwriting agreement
may be terminated.

We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments the
underwriters may be required to make in respect of those liabilities.

The underwriters are offering the shares, subject to prior sale, when, as
and if issued to and accepted by them, subject to approval of legal matters by
their counsel, including the validity of the shares, and other conditions
contained in the underwriting agreement, such as the receipt by the underwriters
of officer's certificates and legal opinions. The underwriters reserve the right
to withdraw, cancel or modify offers to the public and to reject orders in whole
or in part.

COMMISSIONS AND DISCOUNTS

The representatives have advised us that the underwriters propose
initially to offer the shares to the public at the public offering price on the
cover page of this prospectus supplement and to dealers at that price less a
concession not in excess of $ per share. The underwriters may allow, and the
dealers may reallow, a discount not in excess of $ per share to other
dealers. After the initial public offering, the public offering price,
concession and discount may be changed.

The following table shows the public offering price, underwriting
discount and proceeds before expenses in Fidelity. The information assumes
either no exercise or full exercise by the underwriters of their over-allotment
option.

<TABLE>
<CAPTION>
PER SHARE WITHOUT OPTION WITH OPTION
--------- -------------- -----------
<S> <C> <C> <C>
Public offering price.................... $ $ $
Underwriting discount.................... $ $ $
Proceeds, before expenses, to Fidelity... $ $ $
</TABLE>

The expenses of the offering, not including the underwriting discount,
are estimated at $ and are payable by Fidelity.

OVER-ALLOTMENT OPTION

We have granted an option to the underwriters to purchase up to 900,000
additional shares at the public offering price less the underwriting discount.
The underwriters may exercise this option for 30 days

S-48
<PAGE> 49

from the date of this prospectus supplement solely to cover any over-allotments.
If the underwriters exercise this option, each will be obligated, subject to
conditions contained in the underwriting agreement, to purchase a number of
additional shares proportionate to that underwriter's initial amount reflected
in the above table.

NO SALES OF SIMILAR SECURITIES

We and our executive officers and directors have agreed not to sell or
transfer any common stock for 90 days after the date of this prospectus
supplement without first obtaining the written consent of Merrill Lynch.
Specifically, we and these other individuals have agreed not to directly or
indirectly

- offer, pledge, sell or contract to sell any common stock;

- sell any option or contract to purchase any common stock;

- purchase any option or contract to sell any common stock;

- grant any option, right or warrant for the sale of any common stock;

- lend or otherwise dispose of or transfer any common stock;

- request or demand that we file a registration statement related to the
common stock; or

- enter into any swap or other agreement that transfers, in whole or in
part, the economic consequence of ownership of any common stock whether
any such swap or transaction is to be settled by delivery of shares or
other securities, in cash or otherwise.

This lockup provision applies to common stock and to securities
convertible into or exchangeable or exercisable for or repayable with common
stock. It also applies to common stock owned now or acquired later by the person
executing the agreement or for which the person executing the agreement later
acquires the power of disposition. Merrill Lynch has agreed that Messrs. Foley
and Willey will be permitted to sell up to an aggregate of 400,000 and 200,000,
respectively, of the shares of our common stock owned by them prior to the
expiration of the lock-up period. Also, we will be permitted to issue up to
253,125 shares of our common stock to NMS Liquidation, Inc., whose assets we
purchased in March 2000 in exchange for payment consisting in part of such
shares. We currently expect to issue no more than 163,000 shares in connection
with the transaction. NMS may sell these shares to the public pursuant to a
registration rights agreement between NMS and Fidelity.

PRICE STABILIZATION AND SHORT POSITIONS

Until the distribution of the shares is completed, SEC rules may limit
underwriters from bidding for and purchasing our common stock. However, the
representatives may engage in transactions that stabilize the price of the
common stock, such as bids or purchases to peg, fix or maintain that price.

If the underwriters create a short position in the common stock in
connection with the offering (i.e., if they sell more shares than are listed on
the cover of this prospectus supplement), the representatives may reduce that
short position by purchasing shares in the open market. The representatives may
also elect to reduce any short position by exercising all or part of the
over-allotment option described above. Purchases of the common stock to
stabilize its price or to reduce a short position may cause the price of the
common stock to be higher than it might be in the absence of such purchases.

Neither we nor any of the underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the common stock. In addition, neither
we nor any of the underwriters makes any representation that the representatives
or the lead managers will engage in these transactions or that these
transactions, once commenced, will not be discontinued without notice.

S-49
<PAGE> 50

OTHER RELATIONSHIPS

Some of the underwriters and their affiliates are or have engaged in, and
may in the future engage in, investment banking and other commercial dealings in
the ordinary course of business with us. They have received customary fees and
commissions for these transactions. Cary H. Thompson, a senior managing director
of Bear, Stearns & Co. Inc., is a director of Fidelity.

LEGAL MATTERS

The validity of the shares of our common stock offered hereby will be
passed upon for Fidelity by Stradling Yocca Carlson & Rauth, Professional
Corporation, Newport Beach, California. Certain legal matters in connection with
the offering will by passed upon for the underwriters by LeBoeuf, Lamb, Greene &
MacRae, L.L.P., a limited liability partnership including professional
corporations, New York, New York. LeBoeuf, Lamb, Greene & MacRae, L.L.P.,
renders certain legal services to us from time to time.

EXPERTS

The consolidated financial statements of Fidelity National Financial,
Inc. and subsidiaries as of December 31, 1999 and 1998, and for each of the
years in the three-year period ended December 31, 1999, and the consolidated
financial statements of Chicago Title Corporation and subsidiaries as of
December 31, 1999 and 1998, and for each of the years in the three-year period
ended December 31, 1999, incorporated in this prospectus supplement by reference
to the accompanying prospectus, have been so incorporated in reliance on the
reports of KPMG LLP, independent auditors, incorporated by reference herein,
given on the authority of said firm as experts in accounting and auditing.

S-50
<PAGE> 51

PROSPECTUS
$400,000,000

FIDELITY NATIONAL FINANCIAL, INC. LOGO

DEBT SECURITIES, PREFERRED STOCK,
DEPOSITARY SHARES AND COMMON STOCK
------------------------

Fidelity National Financial, Inc. may from time to time offer and sell debt
securities, shares of preferred stock, depositary shares representing fractional
interests in shares of preferred stock, and shares of common stock for an
aggregate initial public offering price of up to $400,000,000. We will provide
the specific terms for each of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest. This prospectus may not be used to sell securities unless
accompanied by a prospectus supplement.
------------------------

Our common stock is traded on the New York Stock Exchange under the symbol
"FNF".
------------------------

The securities we may offer involve a high degree of risk. The risks
associated with an investment in our company, as well as with the particular
types of securities, will be described in the prospectus supplement.
------------------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------------------

The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and we are not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
------------------------

The date of this prospectus is December 22, 1999
<PAGE> 52

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement (No. 333-65837) that we
filed with the SEC using a "shelf" registration process. Under this shelf
process, we may offer from time to time any combination of the securities
described in this prospectus, either separately or in units, in one or more
offerings up to a total dollar amount of $400,000,000. This prospectus provides
you with a general description of those securities. Each time we sell
securities, we will provide a prospectus supplement that will describe the
specific amounts, prices and terms of the securities that we offer. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read this prospectus and the applicable prospectus
supplement together with the additional information described under the heading
"Where You Can Find More Information."

This prospectus does not contain all of the information in the registration
statement. We have omitted certain parts of the registration statement as
permitted by the rules and regulations of the SEC. You may inspect and copy the
registration statement, including the exhibits, at the SEC's web site or at the
SEC's offices mentioned under the heading "Where You Can Find More Information."

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file with the SEC at its public reference facilities at 450
Fifth Street, N.W., Washington, D.C. 20549, 7 World Trade Center, Suite 1300,
New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. You can also obtain copies of the documents
at prescribed rates by writing to the Public Reference Section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
facilities. Our SEC filings are also available at the office of the New York
Stock Exchange. For further information on obtaining copies of our public
filings at the New York Stock Exchange, you should call (212) 656-5060.

We "incorporate by reference" into this prospectus the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus and information that we file subsequently
with the SEC will automatically update this prospectus. We incorporate by
reference the documents listed below (SEC File No. 1-9396) and any filings we
make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 after the initial filing of the registration statement that
contains this prospectus and prior to the time that we sell all the securities
offered by this prospectus:

- Annual Report on Form 10-K for the year ended December 31, 1998;

- Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999, June 30,
1999 and September 30, 1999;

- Current Reports on Form 8-K dated March 19, 1999 and August 1, 1999; and

2
<PAGE> 53

- The description of our Common Stock which is contained in our Registration
Statement on Form 8-A filed on February 4, 1992 under the Exchange Act,
including any amendment or reports filed for the purpose of updating such
description.

You may request a copy of these filings, other than exhibits, at no cost by
contacting us at the following address:

Corporate Secretary
Fidelity National Financial, Inc.
17911 Von Karman Avenue, Suite 300
Irvine, California 92614
(949) 622-5000

You should rely only on the information incorporated by reference or set
forth in this prospectus or the applicable prospectus supplement. We have not
authorized anyone else to provide you with different information. We may only
use this prospectus to sell securities if it is accompanied by a prospectus
supplement. We are only offering these securities in states where the offer is
permitted. You should not assume that the information in this prospectus or the
applicable prospectus supplement is accurate as of any date other than the dates
on the front of those documents.

FORWARD LOOKING INFORMATION

This prospectus includes forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. This Act provides a "safe
harbor" for forward-looking statements to encourage companies to provide
prospective information about themselves so long as they identify these
statements as forward looking and provide meaningful cautionary statements
identifying important factors that could cause actual results to differ from the
prospective results. All statements, other than statements of historical fact we
make in this prospectus, prospectus supplement or in any document incorporated
by reference are forward-looking and may be identified by words such as
"anticipate," "believe," "estimate" and similar expressions. Because such
forward-looking statements involve risks and uncertainties, there are important
factors that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements, including:

- changes in the interest rate environment;

- decreases in activity in the real estate market;

- changes in general economic conditions, either nationally or in the
regions in which we operate;

- increases in competitive pressure in the title insurance and other title
and real estate related services industries; and

- legislative or regulatory changes that adversely affect our operations.

These and other factors are discussed in our Annual Report on Form 10-K for
the year ended December 31, 1998, as well as the section entitled "Risk Factors"
that appears in the prospectus supplement accompanying this prospectus.

3
<PAGE> 54

FIDELITY NATIONAL FINANCIAL, INC.

Fidelity National Financial, Inc. is one of the largest national title
insurance underwriters and also provides diversified real estate services. We
are engaged in doing business in 49 states, the District of Columbia, Mexico,
Puerto Rico and the Virgin Islands. Through our subsidiaries, we issue title
insurance policies and perform other title-related services such as escrow,
collection and trust activities, real estate information and technology
services, trustee sale guarantees, home warranty insurance, credit reporting,
attorney services, flood certification, real estate tax services, reconveyances,
recordings, foreclosure publishing and posting services and exchange
intermediary services in connection with real estate transactions. Title
insurance and related services are provided through our direct operations and
otherwise through independent title insurance agents who issue title policies on
behalf of our underwriting subsidiaries. Title insurance is generally accepted
as the most efficient means of determining title to, and the priority of
interests in, real estate in nearly all parts of the United States. Today,
virtually all real property mortgage lenders require their borrowers to obtain a
title insurance policy at the time a mortgage loan is made or to allow the sale
of loans in the secondary market.

Our principal underwriting subsidiaries are Fidelity National Title
Insurance Company, Fidelity National Title Insurance Company of New York,
Nations Title Insurance of New York Inc., and Alamo Title Insurance. We also
operate through our underwritten title companies, a national network of agents
and our real estate-related ancillary service companies. Additionally, our
subsidiary FNF Capital, Inc., originates, funds, purchases, sells, securitizes
and services equipment leases for a broad range of businesses.

During 1996 and 1997, we expanded our platform of title and real estate
transactional services and increased our market share in the commercial and
agency segments of the title industry. Through our proprietary technology we
offer fully integrated software to our customers in the real estate closing
business, creating a competitive advantage through increased productivity and
accuracy.

Fidelity has long recognized the perceived volatility of the title
insurance industry as it relates to interest rates and other factors affecting
the real estate industry. As a result, we will continue to consider strategic
opportunities in businesses that are less interest rate sensitive than the title
industry.

4
<PAGE> 55

USE OF PROCEEDS

Unless the applicable prospectus supplement states otherwise, the proceeds
we receive from the sale of the offered securities, after paying our expenses
related to the offering, will be added to our general funds and may be used:

- to meet our working capital requirements;

- to repurchase or redeem our outstanding debt securities;

- to refinance or repay our outstanding borrowings;

- to make investments in or loans to our subsidiaries;

- to finance acquisitions; and

- for other general corporate purposes.

RATIOS OF EARNINGS TO FIXED CHARGES

The ratios of earnings to fixed charges of Fidelity for each of the periods
indicated were as follows:

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
-------------------------------- -------------
1994 1995 1996 1997 1998 1998 1999
---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
.7 .5 1.7 2.8 4.7 5.5 3.7
</TABLE>

In calculating the ratio of earnings to fixed charges, earnings are the sum
of earnings before income taxes and extraordinary items plus fixed charges.
Fixed charges are the sum of (i) interest on indebtedness and amortization of
debt discount and debt issuance costs and (ii) an interest factor attributable
to rentals.

Fidelity's ratios of earnings to combined fixed charges and preferred stock
dividends for the periods indicated above are the same as the ratios of earnings
to fixed charges, because Fidelity had no shares of preferred stock outstanding
during the periods indicated and currently has no such shares outstanding.

5
<PAGE> 56

CERTAIN FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The following table sets forth selected financial data of Fidelity as of
and for each of the years in the three-year period ended December 31, 1998 and
as of and for the nine months ended September 30, 1998 and 1999. The following
selected consolidated financial data should be read in conjunction with our
Consolidated Financial Statements and the Notes thereto incorporated by
reference herein. See "Where You Can Find More Information."

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
-------------------------------- ---------------------
1996 1997 1998 1998 1999
-------- -------- ---------- -------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Total revenue............................ $734,795 $863,059 $1,288,465 $913,070 $1,043,930
Total expenses........................... 686,569 777,456 1,113,331 780,610 939,972
-------- -------- ---------- -------- ----------
Earnings before income taxes and
extraordinary item.................... 48,226 85,603 175,134 132,460 103,958
Income tax expense....................... 18,985 36,595 69,442 55,540 41,843
-------- -------- ---------- -------- ----------
Earnings before extraordinary item....... 29,241 49,008 105,692 76,920 62,115
Extraordinary item....................... -- (1,700) -- -- --
-------- -------- ---------- -------- ----------
Net earnings............................. $ 29,241 $ 47,308 $ 105,692 $ 76,920 $ 62,115
======== ======== ========== ======== ==========
PER SHARE AND OTHER DATA:
Basic net earnings....................... $ 29,241 $ 47,308 $ 105,692 $ 76,920 $ 62,115
======== ======== ========== ======== ==========
Basic earnings per share before
extraordinary item.................... $ 1.43 $ 2.10 $ 3.79 $ 2.78 $ 2.05
Extraordinary item....................... -- (0.07) -- -- --
-------- -------- ---------- -------- ----------
Basic net earnings per share............. $ 1.43 $ 2.03 $ 3.79 $ 2.78 $ 2.05
======== ======== ========== ======== ==========
Weighted average shares outstanding,
basic basis........................... 20,426 23,355 27,921 27,653 30,353
Diluted net earnings..................... $ 32,437 $ 50,450 $ 108,155 $ 78,803 $ 62,378
======== ======== ========== ======== ==========
Diluted net earnings per share before
extraordinary item.................... $ 1.23 $ 1.76 $ 3.23 $ 2.36 $ 1.95
Extraordinary item....................... -- (0.06) -- -- --
-------- -------- ---------- -------- ----------
Diluted net earnings per share........... $ 1.23 $ 1.70 $ 3.23 $ 2.36 $ 1.95
======== ======== ========== ======== ==========
Weighted average shares outstanding,
diluted basis......................... 26,431 29,599 33,474 33,347 32,037
Dividends per share...................... $ 0.22 $ 0.24 $ 0.26 $ 0.19 $ 0.21
Earnings before income taxes and
extraordinary item as a percent of
total revenue......................... 6.56% 9.92% 13.59% 14.51% 9.96%
BALANCE SHEET DATA:
Investments.............................. $270,134 $376,285 $ 519,332 $434,327 $ 490,653
Cash and cash equivalents................ 65,551 54,975 42,492 53,701 46,209
Notes payable............................ 179,508 163,015 214,624 155,566 190,295
Reserve for claim losses................. 196,527 201,674 224,534 215,611 239,254
Stockholders' equity..................... 162,645 274,050 396,740 354,768 446,200
</TABLE>

6
<PAGE> 57

DESCRIPTION OF DEBT SECURITIES

We may offer any combination of senior debt securities or subordinated debt
securities, either separately, or together with, or upon the conversion of or in
exchange for, other securities. Debt securities are unsecured general
obligations. Senior debt securities rank above all subordinated debt and equal
to all other debt outstanding on the date of the prospectus supplement.
Subordinated debt securities rank in right of payment below all other debt
outstanding at or after the time issued, unless the other debt provides that it
is not senior to the subordinated debt. As used in this prospectus, "debt
securities" means the debentures, notes, bonds and other evidences of
indebtedness that we issue. The prospectus supplement will describe the specific
terms of the debt securities offered through that prospectus supplement and any
general terms outlined in this section that will not apply to those debt
securities.

When we issue debt securities, we will enter into an indenture with a
trustee. The indenture is the legal document which specifies the terms and
conditions of the debt securities and the obligations of the trustee to persons
who hold the debt securities. We may issue the senior debt securities and the
subordinated debt securities under separate indentures between us, as issuer,
and the trustee or trustees identified in the prospectus supplement. A copy of
the form of each type of indenture has been or will be filed as an exhibit to
the registration statement of which this prospectus is a part.

The following summaries of the debt securities and the indentures are not
complete. We urge you to read the indentures and the description of the debt
securities included in the prospectus supplement.

GENERAL

We may issue debt securities in separate series. We may specify a maximum
aggregate principal amount for the debt securities of any series. The debt
securities will have terms that are consistent with the indentures. Unless
otherwise specified in the applicable prospectus supplement, senior debt
securities will be unsecured and unsubordinated obligations of ours and will
rank equal with all our other unsecured and unsubordinated debt. Subordinated
debt securities will be paid only if all payments due under our senior debt,
including any outstanding senior debt securities, have been made.

The indentures might not limit the amount of other debt that we may incur
and might not contain a financial or similar restrictive covenants. The
indentures might not contain any provisions to protect holders of debt
securities against a sudden or dramatic decline in our ability to pay our debt.

Because we are a holding company that conducts our operations through our
subsidiaries, holders of debt securities will generally have a junior position
to claims of creditors of our subsidiaries, including trade creditors,
debtholders, secured creditors, taxing authorities, beneficiaries under title
insurance policies, and guarantee holders. As of September 30, 1999, our
subsidiaries had approximately $98.0 million of outstanding debt. Moreover, our
ability to pay principal and interest on the debt securities is, to a large
extent, dependent upon our receiving dividends, interest or other amounts from
our subsidiaries. Certain of our principal operating subsidiaries are subject to
insurance regulations that require minimum amounts of statutory surplus, which
may restrict the amount of funds which are available to us from such
subsidiaries, or require prior approval

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from the regulatory agency before those subsidiaries can pay us any
extraordinary dividends.

TERMS OF DEBT SECURITIES

A prospectus supplement relating to a series of debt securities being
offered will include specific terms relating to the offering. These terms will
include some or all of the following:

- the title and type of the debt securities;

- any limit on the total principal amount of the debt securities or the
series of which they are a part;

- the price at which the debt securities will be issued;

- the date or dates on which the principal of and premium, if any, on the
debt securities will be payable;

- the maturity date of the debt securities;

- if the debt securities will bear interest, the interest rate on the debt
securities, the date from which interest will accrue, the record and
interest payment dates for the debt securities, the first interest
payment date, and any circumstances under which we may defer interest
payments;

- the terms and conditions upon which the debt securities will be
convertible into, or exchangeable for, common stock or other securities,
including the initial conversion price or exchange rate and any
adjustments thereto;

- the subordination terms applicable to the debt securities;

- any optional redemption provisions that would permit us or the holders of
debt securities to elect redemption or repayment of the debt securities
prior to their final maturity including upon a change of control of
Fidelity or other extraordinary event;

- the currency or currencies in which the debt securities will be
denominated and payable, if other than U.S. dollars;

- any provisions that would permit us or the holders of the debt securities
to elect the currency or currencies in which the debt securities are
paid;

- whether the provisions described under the heading "Defeasance" below
apply to the debt securities;

- any changes to or additional events of default or covenants;

- whether the debt securities will be issued in whole or in part in the
form of global securities and, if so, the depositary for those global
securities;

- any special tax implications of the debt securities; and

- any other terms of the debt securities.

PAYMENT; TRANSFER

In the applicable prospectus supplement, we will designate a place of
payment where you can receive payment of the principal of and any premium and
interest on the debt

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securities or transfer the debt securities. Even though we will designate a
place of payment, we may elect to pay any interest on the debt securities by
mailing a check to the person listed as the owner of the debt securities in the
security register or by wire transfer to an account designated by that person in
writing not less than ten days before the date of the interest payment. There
will be no service charge for any registration of transfer or exchange of the
debt securities, but we may require you to pay any tax or other governmental
charge payable in connection with a transfer or exchange of the debt securities.

DENOMINATIONS

Unless the prospectus supplement states otherwise, the debt securities will
be issued only in registered form, without coupons, in denominations of $1,000
each or multiples of $1,000.

ORIGINAL ISSUE DISCOUNT

Debt securities may be issued under the indenture as original issue
discount securities and sold at a substantial discount below their stated
principal amount. If a debt security is an "original issue discount security,"
that means that an amount less than the principal amount of the debt security
will be due and payable upon a declaration of acceleration of the maturity of
the debt security pursuant to the indenture. The applicable prospectus
supplement will describe the federal income tax consequences and other special
factors which should be considered prior to purchasing any original issue
discount securities.

CONVERSION AND EXCHANGE RIGHTS

The applicable prospectus supplement relating to a series of debt
securities will describe the terms on which those debt securities are
convertible into or exchangeable for shares of common stock or other securities.

The applicable prospectus supplement will also describe how the number of
shares of common stock or other securities or property to be received upon
conversion or exchange would be calculated, the date before any day fixed for
redemption of the debt securities at which the conversion or exchange rights
will expire, and the events or circumstances which will result in adjustments to
the conversion or exchange price, and, as applicable, the formulae for
determining the adjusted conversion or exchange price. Events which may result
in an adjustment include:

- stock dividends, stock splits and similar changes to our common stock;

- other distributions of debt as assets to holders of common stock;

- extraordinary cash dividends on our common stock;

- reclassifications of our common stock; and

- mergers, consolidations or sales of substantially all of our assets in
which holders of common stock are entitled to receive stock, other
securities, or other property or assets.

The conversion or exchange price may also be subject to reduction, at our
option, in certain circumstances to be described in the applicable prospectus
supplement.

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SUBORDINATION

Unless the prospectus supplement indicates otherwise, the following
provisions will apply to the subordinated debt securities. The indebtedness
underlying the subordinated debt securities will be payable only if all payments
due under senior indebtedness, including any outstanding senior debt securities,
have been made. If we distribute our assets to creditors upon any dissolution,
winding-up, liquidation or reorganization or in bankruptcy, insolvency,
receivership or similar proceedings, we must first pay all amounts due or to
become due on all senior indebtedness before we pay the principal of, or any
premium or interest on, the subordinated debt securities. In the event the
subordinated debt securities are accelerated because of an event of default, we
may not make any payment on the subordinated debt securities until we have paid
all senior indebtedness or the acceleration is rescinded. If the payment of
subordinated debt securities accelerates because of an event of default, we must
promptly notify holders of senior indebtedness of the acceleration.

We may not make any payment on the subordinated debt securities if a
default in the payment of the principal of, premium, if any, interest or other
obligations, including a default under any repurchase or redemption obligation,
in respect of designated senior indebtedness occurs and continues beyond any
applicable grace period. We may not make any payment on the subordinated debt
securities if any other default occurs and continues with respect to designated
senior indebtedness that permits holders of the designated senior indebtedness
to accelerate its maturity and the trustee receives a notice of such default
from us, a holder of such designated senior indebtedness or other person
permitted to give such notice. We may not resume payments on the subordinated
debt securities until the defaults are cured or certain periods pass.

If we experience a bankruptcy, dissolution or reorganization, holders of
senior indebtedness may receive more, ratably, and holders of subordinated debt
securities may receive less, ratably, than our other creditors.

The term "designated senior indebtedness" means our obligations under any
particular senior indebtedness in which the debt instrument expressly provides
that the senior indebtedness will be designated senior indebtedness with respect
to the subordinated debt securities.

The indenture for subordinated debt securities may not limit our ability to
incur additional senior indebtedness.

CONSOLIDATION, MERGER OR SALE

The indentures generally permit a consolidation or merger between us and
another corporation. They also permit the sale or transfer by us of all or
substantially all of our property and assets and the purchase by us of all or
substantially all of the property and assets of another corporation. These
transactions are permitted if:

- the resulting or acquiring corporation (if other than us) assumes all of
our responsibilities and liabilities under the indenture, including the
payment of all amounts due on the debt securities and performance of the
covenants in the indenture; and

- immediately after the transaction, no event of default exists.

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We are not required by the indenture to comply with those provisions if we sell
all of our property and assets to another corporation if, immediately after the
sale, that corporation is a subsidiary in which we own all of the capital stock.

If we consolidate or merge with or into any other corporation or sell all
or substantially all of our assets according to the terms and conditions of the
indenture, the resulting or acquiring corporation will be substituted for us in
the indenture with the same effect as if it had been an original party to the
indenture. As a result, such successor corporation may exercise our rights and
powers under the indenture, in our name or in its own name, and we will be
released from all our liabilities and obligations under the indenture and under
the debt securities.

MODIFICATION AND WAIVER

Under the indentures, certain of our rights and obligations and certain of
the rights of holders of the debt securities may be modified or amended with the
consent of the holders of a majority in aggregate principal amount of the
outstanding debt securities of each series of debt securities affected by the
modification or amendment. The following modifications and amendments will not
be effective against any holder without its consent:

- a change in the stated maturity date of any payment of principal or
interest;

- a reduction in certain payments due on the debt securities;

- make a change that adversely affects the rights of the holders of the
debt securities to convert them into common stock;

- a change in the place of payment or currency in which any payment on the
debt securities is payable;

- a limitation of a holder's right to sue us for the enforcement of certain
payments due on the debt securities;

- a reduction in the percentage of outstanding debt securities required to
consent to a modification or amendment of the indenture;

- a limitation of a holder's right, if any, to repayment of debt securities
at such holder's option; and

- a modification of any of the foregoing requirements or a reduction in the
percentage of outstanding debt securities required to waive compliance
with certain provisions of the indenture or to waive certain defaults
under the indenture.

Under the indenture, the holders of a majority in aggregate principal
amount of the outstanding debt securities of any series of debt securities may,
on behalf of all holders of that series:

- waive compliance by us with certain restrictive covenants of the
indenture; and

- waive any past default under the indenture, except: a default in the
payment of the principal of or any premium or interest on any debt
securities of that series, or a default under any provision of the
indenture which itself cannot be modified or amended without the consent
of the holders of each outstanding debt security of that series.

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EVENTS OF DEFAULT

An "event of default," when used in an indenture with respect to any series
of debt securities, means any of the following:

- failure to pay interest on any debt security of that series for a
specified number of days after the payment is due;

- failure to pay the principal of or any premium on any debt security of
that series when due;

- failure to perform any other covenant in the indenture that applies to
debt securities of that series for a specified number of days after we
have received written notice of the failure to perform in the manner
specified in the indenture;

- certain events in bankruptcy, insolvency or reorganization; or

- any other event of default that may be specified in the prospectus
supplement.

If an event of default for any series of debt securities occurs and
continues, the trustee or the holders of at least 25% in aggregate principal
amount of the outstanding debt securities of that series may declare the entire
principal of all the debt securities of that series to be due and payable
immediately. If such a declaration occurs, the holders of a majority of the
aggregate principal amount of the outstanding debt securities of that series
can, subject to certain conditions, rescind the declaration.

The prospectus supplement relating to each series of debt securities which
are original issue discount securities will describe the particular provisions
that relate to the acceleration of maturity of a portion of the principal amount
of such series when an event of default occurs and continues.

An event of default for a particular series of debt securities does not
necessarily constitute an event of default for any other series of debt
securities issued under the indenture. The indenture requires us to file an
officers' certificate with the trustee each year that states that certain
defaults do not exist under the terms of the indenture. The trustee may withhold
notice to the holders of debt securities of any default, except defaults in the
payment of principal, premium, interest or any sinking fund installment, if it
considers such withholding of notice to be in the best interests of the holders.

Other than its duties in the case of a default, a trustee is not obligated
to exercise any of its rights or powers under the indenture at the request,
order or direction of any holders, unless the holders offer the trustee
reasonable indemnification. If reasonable indemnification is provided, then,
subject to certain other rights of the trustee, the holders of a majority in
principal amount of the outstanding debt securities of any series may, with
respect to the debt securities of that series, direct the time, method and place
of conducting any proceeding for any remedy available to the trustee, or
exercising any trust or power conferred upon the trustee.

DEFEASANCE

At the time that we establish a series of debt securities under the
indenture, we can provide that the debt securities of that series are subject to
the defeasance and discharge provisions of the indenture. A defeasance provision
enables us to terminate our obligation to pay the debt securities if we provide
for payment through another source. In particular,

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these provisions would release us from our obligations to make payments on the
debt securities of that series and to comply with the other covenants if we
deposit with the trustee, in trust, sufficient money or government obligations
to pay the principal, interest, any premium and any other sums due on the debt
securities of that series on the dates such payments are due under the indenture
and the terms of the debt securities. As used above, "government obligations"
mean:

- securities of the same government which issued the currency in which the
series of debt securities are denominated and in which interest is payable; or

- securities of government agencies backed by the full faith and credit of such
government.

In the event that we deposit funds in trust and discharge our obligations
under a series of debt securities as described above, then:

- the indenture will no longer apply to the debt securities of that series
(except for certain obligations to compensate, reimburse and indemnify the
trustee, to register the transfer and exchange of debt securities, to convert
debt securities into common stock, to replace lost, stolen or mutilated debt
securities and to maintain paying agencies and the trust funds); and

- holders of debt securities of that series can only look to the trust fund for
payment of principal, any premium and interest on the debt securities of that
series.

Under federal income tax law, such deposit and discharge may be treated as
an exchange of the related debt securities for an interest in the trust
mentioned above. No such defeasance shall be permitted unless prior thereto, the
trustee shall have received an opinion of counsel to the effect that such action
will not have any federal income tax consequences to the holders.

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DESCRIPTION OF PREFERRED STOCK

We may issue preferred stock either separately, or together with, or upon
the conversion of or in exchange for, other securities. A prospectus supplement
will describe the specific terms of the series of the preferred stock offered
through that prospectus supplement and any general terms outlined in this
section that will not apply to those shares of preferred stock.

We have summarized certain terms and provisions of the preferred stock in
this section. The summary is not complete. We have also filed or incorporated by
reference our Restated Certificate of Incorporation and the form of Certificate
of Designation, Preferences and Rights of Preferred Stock as exhibits to the
registration statement. You should read our Restated Certificate of
Incorporation and the Certificate of Designation relating to the applicable
series of the preferred stock for additional information before you buy any
preferred stock.

We may elect to offer depositary shares representing a fractional interest
in shares of preferred stock deposited with a depositary. For information about
the depositary shares, please see "Description of Depositary Shares" below.

GENERAL

Pursuant to our Restated Certificate of Incorporation, our Board of
Directors has the authority, without further stockholder action, to issue a
maximum of 3,000,000 shares of preferred stock. As of September 30, 1999, no
shares of preferred stock were issued or outstanding or reserved for issuance.
The Board of Directors has the authority to determine or fix the following terms
with respect to shares of any series of preferred stock:

- the number of shares and designation or title of the shares;

- dividend rights;

- whether and upon what terms the shares will be redeemable;

- the rights of the holders upon our dissolution or upon the distribution
of our assets;

- whether and upon what terms the shares will have a purchase, retirement
or sinking fund;

- the terms and conditions upon which the shares will be convertible into
common stock or other securities, including the initial conversion rate
and any adjustments to the conversion rate;

- the voting rights, if any, which will apply; and

- any other preferences, rights, limitations or restrictions of the series.

If we purchase, redeem or convert shares of preferred stock, we will retire
and cancel them and restore them to the status of authorized but unissued shares
of preferred stock. Such shares will not be part of any particular series of
preferred stock and may be reissued by us.

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The preferred stock will have the dividend, liquidation, redemption, voting
and conversion rights described in this section unless the applicable prospectus
supplement provides otherwise. You should read the prospectus supplement
relating to the particular series of the preferred stock for specific terms,
including:

- the title and liquidation preference of the preferred stock and the
number of shares offered;

- the initial public offering price at which we will issue the preferred
stock;

- the dividend rate or rates, the method of calculation, the dividend
periods, the dates on which dividends will be payable and whether the
dividends will be cumulative or noncumulative and, if cumulative, the
dates from which the dividends will start to cumulate;

- any redemption or sinking fund provisions;

- the conversion provisions;

- whether we have elected to offer depositary shares as described under
"Description of Depositary Shares" below; and

- any additional dividend, liquidation, redemption, sinking fund and other
rights, preferences, privileges, limitations and restrictions.

When we issue shares of preferred stock, they will be fully paid and
nonassessable. Shares of preferred stock are fully paid and nonassessable if the
full purchase price for the outstanding preferred stock will have been paid and
the holders of such shares of preferred stock will not be assessed any
additional monies for such preferred stock. Unless the applicable prospectus
supplement specifies otherwise:

- each series of the preferred stock will rank equally in all respects with
the outstanding shares of each other series of the preferred stock; and

- the preferred stock will have no preemptive rights to subscribe for any
additional securities which we may issue in the future.

DIVIDENDS

The holders of the preferred stock of each series will be entitled to
receive cash dividends, if declared by our Board of Directors or its duly
authorized committee, out of our assets that we can legally use to pay
dividends. The prospectus supplement relating to a particular series of
preferred stock will set forth the dividend rates and dates on which dividends
will be payable. The rates may be fixed or variable or both. If the dividend
rate is variable, the applicable prospectus supplement will describe the formula
used for determining the dividend rate for each dividend period. We will pay
dividends to the holders of record as they appear on our stock books on the
record dates fixed by our Board of Directors or its duly authorized committee.

The applicable prospectus supplement will also state whether the dividends
on any series of the preferred stock are cumulative or noncumulative. If our
Board of Directors does not declare a dividend payable on a dividend payment
date on any noncumulative series of preferred stock, then the holders of that
series will not be entitled to receive a dividend for that dividend period and
we will not be obligated to pay the dividend for that dividend period even if
the Board declares a dividend on that series payable in the future.

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REDEMPTION

A series of the preferred stock may be redeemable, in whole or in part, at
our option, and may be subject to mandatory redemption pursuant to a sinking
fund or otherwise, as described in the applicable prospectus supplement.
Redeemed preferred stock will become authorized but unissued shares of preferred
stock that we may issue in the future.

If a series of the preferred stock is subject to mandatory redemption, the
applicable prospectus supplement will specify the number of shares that we will
redeem each year and the redemption price. If shares of preferred stock are
redeemed, we will pay all accrued and unpaid dividends on those shares of
preferred stock up to, but excluding, the redemption date. The prospectus
supplement will also specify whether the redemption price will be paid in cash
or other property. If (1) we are only permitted to pay the redemption price for
a series of preferred stock from the proceeds of a capital stock issuance and
(2) the proceeds from the issuance are insufficient or no such issuance has
occurred, then the terms of that series may provide that the preferred stock
will automatically and mandatorily be converted into such capital stock.

If fewer than all of the outstanding shares of any series of the preferred
stock are to be redeemed, our Board of Directors will determine the number of
shares to be redeemed. We will redeem the shares pro rata from the holders of
record in proportion to the number of shares held by them, with adjustments to
avoid redemption of fractional shares.

Even though the terms of a series of preferred stock may permit redemption
of shares of preferred stock in whole or in part, if any dividends, including
accumulated dividends, on that series are past due:

- we will not redeem any preferred stock of that series unless we simultaneously
redeem all outstanding shares of preferred stock of that series; and

- we will not purchase or otherwise acquire any preferred stock of that series.

The prohibition discussed in the prior sentence will not prohibit us from
purchasing or acquiring preferred stock of that series pursuant to a purchase or
exchange offer if we make the offer on the same terms to all holders of that
series.

Unless the applicable prospectus supplement specifies otherwise, we will
give notice of a redemption by mailing a notice to each record holder of the
shares to be redeemed, between 30 to 60 days prior to the date fixed for
redemption. If we issue depositary shares representing interests in preferred
shares, we will give the notice to the depositary between 40 to 70 days prior to
the date fixed for redemption. We will mail the notices to the holders'
addresses as they appear on our stock records. Each notice will state:

- the redemption date;

- the number of shares and the series of the preferred stock to be redeemed;

- the redemption price;

- the place or places where holders can surrender the certificates for the
preferred stock for payment of the redemption price;

- that dividends on the shares to be redeemed will cease to accrue on the
redemption date; and

- the date when the holders' conversion rights, if any, will terminate.

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If we redeem fewer than all shares of any series of the preferred stock
held by any holder, we will also specify the number of shares to be redeemed
from the holder in the notice.

If we have given notice of the redemption and have provided the funds for
the payment of the redemption price, then beginning on the redemption date:

- the dividends on the preferred stock called for redemption will no longer
accrue;

- such shares will no longer be considered outstanding; and

- the holders will no longer have any rights as stockholders except to receive
the redemption price.

When the holder properly surrenders the redeemed shares, the redemption
price will be paid out of the funds provided by us. If we redeem fewer than all
of the shares represented by any certificate, we will issue a new certificate
representing the unredeemed shares without cost to the holder.

In the event that a redemption described above is deemed to be a "tender
offer" within the meaning of Rule 14e-1 under the Exchange Act, we will comply
with all applicable provisions of the Exchange Act.

CONVERSION

The applicable prospectus supplement relating to a series of convertible
preferred stock will describe the terms on which shares of that series are
convertible into shares of common stock or other securities, which may include a
different series of preferred stock. The applicable prospectus supplement will
also specify the price at which the shares of preferred stock are convertible,
the date before any day fixed for redemption of the preferred stock at which the
conversion rights will expire, and the events or circumstances which will result
in adjustments to the conversion price, and, as applicable, the formulae for
determining the adjusted conversion price. Events which may result in a
conversion price adjustment include:

- stock dividends, stock splits and similar changes to our common stock;

- other distributions of debt as assets to holders of common stock;

- extraordinary cash dividends on the common stock;

- reclassifications of the common stock; and

- mergers, consolidations or sales of substantially all of our assets in which
holders of common stock are entitled to receive stock, other securities, or
other property or assets.

The conversion price may also be subject to reduction, at our option, in
certain circumstances to be described in the applicable prospectus supplement.

RIGHTS UPON LIQUIDATION

Unless the applicable prospectus states otherwise, if we voluntarily or
involuntarily liquidate, dissolve or wind up our business, the holders of shares
of each series of the preferred stock will be entitled to receive:

- liquidation distributions in the amount stated in the applicable prospectus
supplement; and

- all accrued and unpaid dividends, whether or not earned or declared.

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We will pay these amounts to the holders of shares of each series of the
preferred stock, and all amounts owing on any preferred stock ranking equally
with such series of preferred stock as to distributions upon liquidation, out of
our assets available for distribution to stockholders before any distribution is
made to holders of any securities ranking junior to the series of preferred
stock upon liquidation.

The sale of all or substantially all of our property and assets, our merger
into or consolidation with any other corporation or the merger of any other
corporation into us will not be considered a dissolution, liquidation or winding
up of our business.

If (1) we voluntarily or involuntarily liquidate, dissolve or wind up our
business and (2) the assets available for distribution to the holders of the
preferred stock of any series and any other shares of our stock ranking equal
with such series as to any such distribution are insufficient to pay all amounts
to which the holders are entitled, then we will only make pro rata distributions
to the holders of all shares ranking equal as to distributions upon dissolution,
liquidation or winding up of our business. In other words, the distributions we
pay to the holders of all shares ranking equal as to distributions upon
dissolution, liquidation or winding up of our business will bear the same
relationship to each other that the full distributable amounts for which such
holders are respectively entitled upon such dissolution, liquidation or winding
up of our business bear to each other.

After we pay the full amount of the liquidation distribution to which the
holders of a series of the preferred stock are entitled, such holders will have
no right or claim to any of our remaining assets.

VOTING RIGHTS

Except as described in this section or in the applicable prospectus
supplement, or except as expressly required by applicable law, the holders of
the preferred stock will not be entitled to vote. If the holders of a series of
preferred stock are entitled to vote and the applicable prospectus supplement
does not state otherwise, then each share of preferred stock will be entitled to
one vote.

As more fully described under "Description of Depositary Shares" below, if
we elect to provide for the issuance of depositary shares representing
fractional interests in shares of preferred stock, the holders of each
depositary share will be entitled to a fraction of a vote.

For any series of preferred stock having one vote per share, the voting
power of the series, on matters on which holders of such series and holders of
any other series of preferred stock are entitled to vote as a single class, will
solely depend on the total number of shares in such series.

Unless we receive the consent of the holders of an outstanding series of
preferred stock and the outstanding shares of all other series of preferred
stock which (1) rank equal with such series either as to dividends or the
distribution of assets upon liquidation, dissolution or winding up of our
business and (2) have voting rights that are exercisable and that are similar to
those of such series, we will not:

- authorize, create or issue, or increase the authorized or issued amount
of, any class or series of stock ranking prior to such outstanding
preferred stock with respect to payment of dividends or the distribution
of assets upon liquidation, dissolution or winding up of our business; or

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- amend, alter or repeal, whether by merger, consolidation or otherwise,
the provisions of our Restated Certificate of Incorporation or of the
resolutions contained in a Certificate of Designation creating such
series of the preferred stock so as to materially and adversely affect
any right, preference, privilege or voting power of such outstanding
preferred stock.

This consent must be given by the holders of at least two-thirds of all
such outstanding preferred stock described in the preceding sentence, voting
together as a single class. We will not be required to obtain this consent with
respect to the actions listed in the second bullet point above, however, if we
only (1) increase the amount of the authorized preferred stock, (2) create and
issue another series of preferred stock, or (3) increase the amount of
authorized shares of any series of preferred stock, if such preferred stock in
each case ranks equal with or junior to the preferred stock with respect to the
payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up of our business.

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DESCRIPTION OF DEPOSITARY SHARES

We may issue depositary shares representing a fractional interest in shares
of preferred stock. The prospectus supplement will describe the specific terms
of the depositary shares offered through that prospectus supplement and any
general terms outlined in this section that will not apply to those depositary
shares.

We have summarized certain terms and provisions of the deposit agreement,
the depositary shares and the depositary receipts in this section. The summary
is not complete. We have also filed the form of deposit agreement, including the
form of depositary receipt, as an exhibit to the registration statement. You
should read the forms of deposit agreement and depositary receipt relating to a
series of preferred stock for additional information before you buy any
depositary shares that represent preferred stock of such series.

GENERAL

We may offer fractional interests in preferred stock, rather than full
shares of preferred stock. If we do, we will provide for the issuance by a
depositary to the public of receipts for depositary shares, each of which will
represent a fractional interest in a share of a particular series of preferred
stock. The fractional interest to be issued will be specified in the applicable
prospectus supplement.

The stock of any series of preferred stock underlying the depositary shares
will be deposited under a separate deposit agreement between us and a bank or
trust company having its principal office in the United States and having a
combined capital and surplus of at least $50 million acting as a depositary. We
will name the depositary in the applicable prospectus supplement. Subject to the
terms of the deposit agreement, each owner of a depositary share will have a
fractional interest in all the rights and preferences of the preferred stock
underlying such depositary shares. Those rights include any dividend, voting,
redemption, conversion and liquidation rights.

The depositary shares will be evidenced by depositary receipts issued under
the deposit agreement. If you purchase fractional interests in shares of the
related series of preferred stock, you will receive depositary receipts as
described in the applicable prospectus supplement. While the final depositary
receipts are being prepared, we may order the depositary to issue temporary
depositary receipts substantially identical to the final depositary receipts
although not in final form. The holders of the temporary depositary receipts
will be entitled to the same rights as if they held the depositary receipts in
final form. Holders of the temporary depositary receipts can exchange them for
the final depositary receipts at our expense.

If you surrender depositary receipts at the principal office of the
depositary, you will be entitled to receive at such office the number of shares
of preferred stock and any money or other property represented by such
depositary shares. We will not issue partial shares of preferred stock. If you
deliver depositary receipts evidencing a number of depositary shares that
represent more than a whole number of shares of preferred stock, the depositary
will issue you a new depositary receipt evidencing such excess number of
depositary shares at the same time that the shares of preferred stock are
withdrawn. Holders of preferred stock received in exchange for depositary shares
will no longer be entitled to deposit such shares under the deposit agreement or
to receive depositary shares in exchange for such preferred stock.

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DIVIDENDS AND OTHER DISTRIBUTIONS

The depositary will distribute all cash dividends or other cash
distributions received with respect to the preferred stock to the record holders
of depositary shares representing the preferred stock in proportion to the
number of depositary shares owned by the holders on the relevant record date.
The depositary will distribute only the amount that can be distributed without
attributing to any holder of depositary shares a fraction of one cent. The
balance not distributed will be added to and treated as part of the next sum
received by the depositary for distribution to record holders of depositary
shares.

If there is a distribution other than in cash, the depositary will
distribute property to the holders of depositary shares, unless the depositary
determines that it is not feasible to make such distribution. If this occurs,
the depositary may, with our approval, sell the property and distribute the net
proceeds from the sale to the holders of depositary shares.

The deposit agreement will also contain provisions relating to how any
subscription or similar rights offered by us to holders of the preferred stock
will be made available to the holders of depositary shares.

CONVERSION AND EXCHANGE

If any series of preferred stock underlying the depositary shares is
subject to conversion or exchange, the applicable prospectus supplement will
describe the rights or obligations of each record holder of depositary receipts
to convert or exchange the depositary shares.

REDEMPTION OF DEPOSITARY SHARES

If the series of the preferred stock underlying the depositary shares is
subject to redemption, the depositary shares will be redeemed from the
redemption proceeds, in whole or in part, of such series of the preferred stock
held by the depositary. The depositary will mail notice of redemption between 30
to 60 days prior to the date fixed for redemption to the record holders of the
depositary shares to be redeemed at their addresses appearing in the
depositary's records. The redemption price per depositary share will bear the
same relationship to the redemption price per share of preferred stock that the
depositary share bears to the underlying preferred share. Whenever we redeem
preferred stock held by the depositary, the depositary will redeem, as of the
same redemption date, the number of depositary shares representing the preferred
stock redeemed. If less than all the depositary shares are to be redeemed, the
depositary shares to be redeemed will be selected by lot or pro rata as
determined by the depositary.

After the date fixed for redemption, the depositary shares called for
redemption will no longer be outstanding. When the depositary shares are no
longer outstanding, all rights of the holders will cease, except the right to
receive money or other property that the holders of the depositary shares were
entitled to receive upon such redemption. Such payments will be made when
holders surrender their depositary receipts to the depositary.

VOTING THE PREFERRED STOCK

Upon receipt of notice of any meeting at which the holders of the preferred
stock are entitled to vote, the depositary will mail information about the
meeting contained in the notice to the record holders of the depositary shares
relating to such preferred stock. Each

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record holder of such depositary shares on the record date will be entitled to
instruct the depositary as to how the preferred stock underlying the holder's
depositary shares should be voted.

The depositary will try, if practical, to vote the number of preferred
stock underlying the depositary shares according to the instructions received.
We will agree to take all action requested by and deemed necessary by the
depositary in order to enable the depositary to vote the preferred stock in that
manner. The depositary will not vote any preferred stock for which it does not
receive specific instructions from the holders of the depositary shares relating
to such preferred stock.

TAXATION

Owners of depositary shares will be treated for federal income tax purposes
as if they were owners of the shares of preferred stock represented by the
depositary shares. Accordingly, for federal income tax purposes they will have
the income and deductions to which they would be entitled if they were holders
of the preferred stock. In addition:

- no gain or loss will be recognized for federal income tax purposes upon
the withdrawal of preferred stock in exchange for depositary shares as
provided in the deposit agreement;

- the tax basis of each share of preferred stock to an exchanging owner of
depositary shares will, upon the exchange, be the same as the aggregate
tax basis of the depositary shares exchanged for such preferred stock;
and

- the holding period for the preferred stock, in the hands of an exchanging
owner of depositary shares who held the depositary shares as a capital
asset at the time of the exchange, will include the period that the owner
held such depositary shares.

AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT

The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may be amended by agreement between us and
the depositary at any time. However, any amendment that materially and adversely
alters the rights of the existing holders of depositary shares will not be
effective unless approved by the record holders of at least a majority of the
depositary shares then outstanding. A deposit agreement may be terminated by us
or the depositary only if:

- all outstanding depositary shares relating to the deposit agreement have
been redeemed; or

- there has been a final distribution on the preferred stock of the
relevant series in connection with our liquidation, dissolution or
winding up of our business and the distribution has been distributed to
the holders of the related depositary shares.

CHARGES OF DEPOSITARY

We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will pay associated
charges of the depositary for the initial deposit of the preferred stock and any
redemption of the preferred stock. Holders of depositary shares will pay
transfer and other taxes and governmental

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charges and any other charges that are stated to be their responsibility in the
deposit agreement.

MISCELLANEOUS

We will forward to the holders of depositary shares all reports and
communications that we must furnish to the holders of the preferred stock.

Neither the depositary nor we will be liable if the depositary is prevented
or delayed by law or any circumstance beyond its control in performing its
obligations under the deposit agreement. Our obligations and the depositary's
obligations under the deposit agreement will be limited to performance in good
faith of duties set forth in the deposit agreement. Neither the depositary nor
we will be obligated to prosecute or defend any legal proceeding connected with
any depositary shares or preferred stock unless satisfactory indemnity is
furnished to us and/or the depositary. We and the depositary may rely upon
written advice of counsel or accountants, or information provided by persons
presenting preferred stock for deposit, holders of depositary shares or other
persons believed to be competent and on documents believed to be genuine.

RESIGNATION AND REMOVAL OF DEPOSITARY

The depositary may resign at any time by delivering notice to us. We may
also remove the depositary at any time. Resignations or removals will take
effect upon the appointment of a successor depositary and its acceptance of the
appointment. The successor depositary must be appointed within 60 days after
delivery of the notice of resignation or removal and must be a bank or trust
company having its principal office in the United States and having a combined
capital and surplus of at least $50 million.

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DESCRIPTION OF COMMON STOCK

We may issue shares of common stock. A prospectus supplement will describe
the specific terms of the common stock offered through that prospectus
supplement and any general terms outlined in this section that will not apply to
that common stock.

We have summarized certain terms and provisions of the common stock in this
section. The summary is not complete. We have filed our Restated Certificate of
Incorporation and our bylaws as exhibits to the registration statement. You
should read our Restated Certificate of Incorporation and our bylaws for
additional information before you buy any common stock.

GENERAL

Stock Outstanding. As of December 17, 1999, our authorized common stock was
50,000,000 shares, of which 27,558,367 shares were issued and outstanding.

Payment of Dividends. Holders of common stock may receive dividends when
declared by our Board of Directors out of our funds that we can legally use to
pay dividends. We may pay dividends in cash, stock or other property. In certain
cases, holders of common stock may not receive dividends until we have satisfied
our obligations to any holders of outstanding preferred stock. Our ability to
pay dividends may also be restricted by loan agreements, regulatory
restrictions, or other transactions that we enter into from time to time.

Voting Rights. Holders of common stock have the exclusive power to vote on
all matters presented to our stockholders unless Delaware law or the certificate
of designation for an outstanding series of preferred stock gives the holders of
that preferred stock the right to vote on certain matters. Each holder of common
stock is entitled to one vote per share. Holders of common stock have no
cumulative voting rights for the election of directors. With no cumulative
voting rights, a holder of a single share of our common stock cannot cast more
than one vote for each position to be filled on our Board of Directors.

Rights Upon Liquidation; No Preemptive or Preferred Rights. If we
voluntarily or involuntarily liquidate, dissolve or wind up our business,
holders of common stock will receive pro rata, according to shares held by them,
any remaining assets legally distributable to our stockholders after we have
provided for any liquidation preference for outstanding shares of preferred
stock. When we issue securities in the future, holders of common stock have no
preemptive rights, as holders of common stock, to buy any portion of those
issued securities. Holders of common stock have no preferences, conversion or
exchange rights.

Listed on NYSE; Transfer Agent. Our outstanding shares of common stock are
listed on the New York Stock Exchange under the symbol "FNF." Continental Stock
Transfer and Trust Company serves as the transfer agent and registrar for the
common stock.

Fully Paid. The outstanding shares of common stock are fully paid and
nonassessable. Any additional common stock that we may issue in the future
pursuant to an offering under this prospectus or upon the conversion or exercise
of other securities offered under this prospectus will also be fully paid and
nonassessable.

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ANTI-TAKEOVER PROVISIONS

Certain provisions of our Restated Certificate of Incorporation may make it
less likely that our management would be changed or someone would acquire voting
control of our company without our Board's consent. These provisions may delay,
deter or prevent tender offers or takeover attempts that stockholders may
believe are in their best interests, including tender offers or attempts that
might allow stockholders to receive premiums over the market price of their
common stock.

Fair Price Provision; Transactions With Interested Stockholders. Our
Restated Certificate of Incorporation prohibits certain business combinations
between us and interested stockholders, which include direct and indirect owners
of 10% or more of our voting stock unless those transactions are approved by
holders of at least 66.67% of our outstanding voting stock not owned by any
interested stockholders, voting together as a single class. This 66.67% approval
is in addition to any approval required by law. Business combinations requiring
the 66.67% approval include the following transactions, among others:

- any merger or consolidation with an interested stockholder or a
corporation affiliated with an interested stockholder;

- any sale, lease, pledge, exchange, mortgage or other transfer or
disposition of our assets valued at 10% or more of the fair market value
of our consolidated assets to an interested stockholder or person or
entity affiliated with an interested stockholder, other than in the
ordinary course of business;

- the issuance, pledge or transfer by us of any of our securities, or the
securities of one or more of our subsidiaries to an interested
stockholder in exchange for consideration with a value of 10% or more of
the fair market value of our consolidated assets, unless such person is
acting as an underwriter for such securities;

- any sale, lease, pledge, exchange, mortgage or other transfer or
disposition of the assets of any interested stockholder or any person or
entity affiliated with an interested stockholder with a value of 10% or
more of the fair market value of our consolidated assets to us or one or
more of our subsidiaries, other than in the ordinary course of business;

- the adoption of any plan proposed by or on behalf of an interested
stockholder or a person or entity affiliated with an interested
stockholder to liquidate or dissolve our company; and

- any transaction that increases the voting power or proportionate share of
any class of our equity or convertible securities owned directly or
indirectly by an interested stockholder or a person or entity affiliated
with an interested stockholder.

Stockholders do not need to approve a business combination under our
Restated Certificate of Incorporation if 66.67% of the "continuing directors"
approve the business combination. Continuing directors are those directors,
other than the interested stockholder or any representative or affiliate of the
interested stockholder, (1) who were members of the Board of Directors before
the interested stockholder involved in the business combination became an
interested stockholder or (2) whose election or nomination was approved by a
majority of such directors.

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Stockholders also do not need to approve a business combination under our
Restated Certificate of Incorporation that meets certain conditions specified in
our Restated Certificate of Incorporation. These conditions include, among other
things, the following:

- the price received by each stockholder is at least as high as the highest
price paid for our shares by the interested stockholder in becoming an
interested stockholder in the two years before the business combination
is announced, and also is at least as high as the higher of the fair
market value of our shares when the interested stockholder became an
interested stockholder or when the business combination was announced;

- after the interested stockholder became an interested stockholder and
prior to completion of the business combination, we have not failed to
declare and pay any quarterly dividends, unless approved by 66.67% of the
continuing directors;

- the interested stockholder has not acquired any additional shares of our
stock after becoming an interested stockholder;

- after the interested stockholder became an interested stockholder, such
person has not directly or indirectly received the benefit of any loans,
advances, guarantees, pledges or other financial assistance provided by
us; and

- a proxy or information statement describing the proposed business
combination is mailed to all holders of our stock at least 30 days before
the business combination is completed.

Holders of at least 66.67% of our outstanding voting stock not owned by any
interested stockholders, voting together as one class, must approve a proposal
to amend or repeal, or adopt provisions inconsistent with the provisions of our
Restated Certificate of Incorporation described above unless such proposal is
approved by 66.67% of the continuing directors, in which case holders of at
least a majority of the outstanding voting stock entitled to vote may approve
such a proposal.

Preferred Stock May be Issued Without Stockholder Approval. Our Board of
Directors can at any time, under our Restated Certificate of Incorporation and
without stockholder approval, issue one or more new series of preferred stock.
In some cases, the issuance of preferred stock without stockholder approval
could discourage or make more difficult attempts to take control of our company
through a merger, tender offer, proxy contest or otherwise. Preferred stock with
special voting rights or other features issued to persons favoring our
management could stop a takeover by preventing the person trying to take control
of our company from acquiring enough voting shares necessary to take control.

Classified Board of Directors. Members of our Board of Directors are
divided into three classes and serve staggered three-year terms under our
Restated Certificate of Incorporation. This means that only approximately
one-third of our directors are elected at each annual meeting of stockholders
and that it would take two years to replace a majority of the directors unless
they are removed. Under our Restated Certificate of Incorporation, directors can
be removed from office during their terms only if holders of at least 50% of our
outstanding voting stock, voting together as one class, approve the removal.
Holders of at least 80% of our outstanding voting stock, voting together as one
class, must approve any proposal to amend or repeal, or adopt any provisions
inconsistent with, this provision of our Restated Certificate of Incorporation
unless such proposal is approved by 66.67% of the members of our Board of
Directors who are continuing directors according to our

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Restated Certificate of Incorporation, in which case holders of at least a
majority of the outstanding voting stock entitled to vote may approve such a
proposal.

Restriction on Stockholder Actions by Written Consent. Our Restated
Certificate of Incorporation provides that any action required or permitted to
be taken by the stockholders must be effected at a duly called annual or special
meeting of stockholders and not by any consent in writing. Our Restated
Certificate of Incorporation and bylaws each provide that special meetings of
the stockholders may only be called by the Board of Directors. Holders of at
least 80% of our outstanding voting stock, voting together as one class, must
approve any proposal to amend or repeal, or adopt any provision inconsistent
with, these provisions of our Restated Certificate of Incorporation and bylaws,
unless such proposal is approved by 66.67% of the members of our Board of
Directors who are continuing directors according to our Restated Certificate of
Incorporation, in which case holders of at least a majority of the outstanding
voting stock entitled to vote may approve such proposal.

Advance Notice Requirements for Director Nominations and Stockholder
Proposals. Stockholders can nominate candidates for our Board of Directors.
However, a stockholder must follow the advance notice procedures described in
our bylaws. In general, a stockholder must submit a written notice of the
nomination to our Corporate Secretary at least 90 days before a scheduled annual
meeting of our stockholders or within 10 days after a stockholder receives
notice of a special meeting. The notice must set forth such information about
the stockholder making the nomination and the nominee as is specifically
required in the bylaws.

Stockholders can propose that business other than nominations to our Board
of Directors be considered at an annual meeting of stockholders only if a
stockholder follows the advance notice procedures described in our bylaws. In
general, a stockholder must submit a written notice of the proposal and the
stockholder's interest in the proposal at least 60 days before the date set for
the annual meeting of our stockholders.

Directors' Ability to Amend Bylaws. Under our bylaws, our Board of
Directors can adopt, amend or repeal the bylaws, subject to limitations under
Delaware law and our Restated Certificate of Incorporation. Pursuant to our
Restated Certificate of Incorporation, a majority of our Board of Directors may
not amend or repeal bylaw provisions relating to:

- the calling of special meetings of the stockholders;

- actions by stockholders without a meeting;

- agenda matters to be presented at stockholders' meetings;

- elections of directors; and

- indemnification of officers and directors, all of which may be amended or
repealed only by the vote of at least 80% of all shares entitled to vote
or by the vote of at least 66.67% of the members of our Board of
Directors who are continuing directors according to our Restated
Certificate of Incorporation.

Our stockholders also have the power to change or repeal our bylaws.

Additional Authorized Shares of Capital Stock. Additional shares of
authorized common stock and preferred stock available for issuance under our
Restated Certificate of Incorporation could be issued at such times, under such
circumstances and with such terms and conditions as to impede a change in
control of Fidelity.

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PLAN OF DISTRIBUTION

We may sell the securities offered pursuant to this prospectus through
agents, through underwriters or dealers or directly to one or more purchasers.
The applicable prospectus supplement will describe the terms of the offering of
the securities, including:

- the name or names of the underwriters, if any;

- the purchase price of the securities and the proceeds we will receive
from the sale;

- any underwriting discounts and other items which may be underwriters'
compensation;

- any initial public offering price;

- any discounts or concessions allowed or reallowed or paid to dealers; and

- any securities exchange or market on which the securities may be listed.

Underwriters, dealers and agents that participate in the distribution of
the securities offered pursuant to this prospectus may be underwriters as
defined in the Securities Act of 1933 and any discounts or commissions received
by them from us and any profit on the resale of the offered securities by them
may be treated as underwriting discounts and commissions under the Securities
Act. Any underwriters or agents will be identified and their compensation,
including underwriting discount, will be described in the applicable prospectus
supplement. The prospectus supplement will also describe other terms of the
offering, including any discounts or concessions allowed or reallowed or paid to
dealers and any securities exchanges on which the offered securities may be
listed.

The distribution of the securities offered under this prospectus may occur
from time to time in one or more transactions at a fixed price or prices, which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.

If the applicable prospectus supplement indicates, we will authorize
dealers or our agents to solicit offers by certain institutions to purchase
offered securities from us pursuant to contracts that provide for payment and
delivery on a future date.

We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act, or to contribute with respect to payments which the
underwriters, dealers or agents may be required to make as a result of those
certain civil liabilities.

When we issue the securities offered by this prospectus, except for shares
of common stock, they may be new securities without an established trading
market. If we sell a security offered by this prospectus to an underwriter for
public offering and sale, the underwriter may make a market for that security,
but the underwriter will not be obligated to do so and could discontinue any
market making without notice at any time. Therefore, we cannot give any
assurances to you concerning the liquidity of any security offered by this
prospectus.

Underwriters and agents and their affiliates may be customers of, engage in
transactions with, or perform services for us or our subsidiaries in the
ordinary course of their businesses.

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LEGAL OPINIONS

The validity of the securities offered by this prospectus and certain legal
matters relating thereto will be passed upon for Fidelity National Financial,
Inc. by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport
Beach, California.

EXPERTS

The Consolidated Financial Statements of Fidelity National Financial, Inc.
as of December 31, 1998 and 1997, and for each of the years in the three year
period ended December 31, 1998, have been incorporated by reference herein and
in the registration statement in reliance upon the report of KPMG LLP,
independent auditors, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing.

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6,000,000 SHARES

LOGO

COMMON STOCK

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PROSPECTUS SUPPLEMENT
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MERRILL LYNCH & CO.

BEAR, STEARNS & CO. INC.
LEHMAN BROTHERS
U.S. BANCORP PIPER JAFFRAY

JANUARY , 2001

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