SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SANDO BARRY M (Last) (First) (Middle) 1 FIRST AMERICAN WAY (Street) WESTLAKE TX 76262 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FIRST AMERICAN CORP [ FAF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Business Segment President
	3. Date of Earliest Transaction (Month/Day/Year) 03/04/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/04/2009		A		23,507	A	$0	62,300	D
Common Stock	03/04/2009		F(1)		1,363	D	$22.25	60,937	D
Common Stock	03/05/2009		F(1)		976	D	$19.87	59,961	D(2)(3)(4)
Common Stock								5,080.891	I	By 401(k) Plan Trust(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$30.8							12/14/2001(6)	12/14/2010	Common Stock	4,000		4,000	D
Employee Stock Option (Right to Buy)	$19.2							12/13/2002(7)	12/13/2011	Common Stock	20,000		20,000	D
Employee Stock Option (Right to Buy)	$19.1							07/23/2003(8)	07/23/2012	Common Stock	10,000		10,000	D
Employee Stock Option (Right to Buy)	$22.85							02/27/2004(9)	02/27/2013	Common Stock	50,000		50,000	D
Employee Stock Option (Right to Buy)	$30.56							02/26/2005(10)	02/26/2014	Common Stock	50,000		50,000	D
Employee Stock Option (Right to Buy)	$36.55							02/28/2006(11)	02/28/2015	Common Stock	50,000		50,000	D
Employee Stock Option (Right to Buy)	$47.49							12/08/2006(12)	12/08/2015	Common Stock	50,000		50,000	D

Explanation of Responses:

1. Payment of tax liability by withholding securities incident to the vesting of restricted stock units.

2. Includes 23,507 shares acquired pursuant to a grant of restricted stock units vesting in five equal annual increments commending 3/4/10, the first anniversary of the grant.

3. Includes 18,934 unvested restricted stock units (including shares acquired through automatic dividend reinvestment) acquired pursuant to a grant of 22,848 restricted stock units vesting in five equal annual increments commending 3/4/09, the first anniversary of the grant.

4. Includes 9,645 unvested restricted stock units (including shares acquired through automatic dividend reinvestment) acquired pursuant to a grant of 15,211 restricted stock units vesting in five equal annual increments commencing 3/5/08, the first anniversary of the grant.

5. Amount shown consists of shares contributed by issuer as company match, shares purchased for my account and shares acquired through automatic reinvestment of dividends paid as reported in most recent account statement in transactions exempt under rules 16a-3(f)(1)(i)(B) and 16b-3(c). In addition, includes shares formerly reported as held for my account in the Employee Profit Sharing and Stock Ownership Plan (ESOP), which has been merged into the 401(k) Savings Plan.

6. The option vests in five equal annual increments commencing 12/14/01, the first anniversary of the grant.

7. The option vests in five equal annual increments commencing 12/13/02, the first anniversary of the grant.

8. The option vests in five equal annual increments commencing 7/23/03, the first anniversary of the grant.

9. The option vests in five equal annual increments commencing 2/27/04, the first anniversary of the grant.

10. The option vests in five equal annual increments commencing 2/26/05, the first anniversary of the grant.

11. The option vests in five equal annual increments commencing 2/28/06, the first anniversary of the grant.

12. The option vests in five equal annual increments commencing 12/8/06, the first anniversary of the grant.

	/s/ Jeffrey S. Robinson, Attorney-in-Fact for Barry M. Sando	03/06/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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