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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                 SCHEDULE 13D/A
                                (Amendment No. 1)

                    Under the Securities Exchange Act of 1934

                      SANTA BARBARA RESTAURANT GROUP, INC.
                      ------------------------------------
                                (Name of Issuer)

                                  Common Stock
                                  ------------
                          Title of Class of Securities

                                   801328 10 0
                                   -----------
                                 (CUSIP Number)


                                M'Liss Jones Kane
                   Senior Vice President and Corporate Counsel

                        Fidelity National Financial, Inc.
                             17911 Von Karman Avenue
                            Irvine, California 92614
                               Tel. (949) 622-4333

                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                DECEMBER 31, 1998
                                -----------------
             (Date of Event Which Requires Filing of this Statement)



        If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(3) or (4), check the following box //.

        Check the following box if a fee is being paid with the statement. //

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                                 SCHEDULE 13D/A

CUSIP NO.: 801328 10 0

(1)     NAME OF REPORTING PERSON:
        Fidelity National Financial, Inc.
        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
        IRS No. 86-0498599

(2)     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
        (a)    [   ]
        (b)    [   ]

(3)     SEC USE ONLY

(4)     SOURCE OF FUNDS: WC

(5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
        PURSUANT TO ITEM 2(d) or 2(e) [ ]

(6)     CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

(7)     SOLE VOTING POWER:          7,187,765 (1)

(8)     SHARED VOTING POWER:                0

(9)     SOLE DISPOSITIVE POWER:     7,187,765 (1)

(10)    SHARED DISPOSITIVE POWER:           0

(11)    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
        PERSON: 7,187,765 (1)

(12)    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
        SHARES:       [X]

(13)    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
        approximately 40.7% (2)

(14)    TYPE OF REPORTING PERSON:           CO

- -------------------------
(1)     Includes warrants to purchase 2,470,000 shares of Common Stock.
(2)     Based upon 12,706,032 shares of Common Stock as of November 19, 1998, as
        reported by the issuer in its Form 10-Q for the quarterly period then
        ended.


ITEM 1.  SECURITY AND ISSUER.

        The class of equity securities to which this Statement on Schedule 13D
(the "Statement") relates is the Common Stock, par value $0.08 per share (the
"Common Stock"), of Santa Barbara Restaurant Group, Inc. ("SBRG") , a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 3916 State Street, Santa Barbara, CA 93105.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

        On December 31, 1998 Fidelity purchased 2,478,000 shares of Common Stock
of the Company in a private transaction valued at the closing price of the
Company's Common Stock on December 31, 1998 ($3.8125) with 2,408,874 shares of
Rally's


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Hamburgers, Inc. Common Stock valued at the closing price of Rally's Common
Stock on December 31, 1998 ($.5625) and CKE Restaurants, Inc. Common Stock
valued at the closing price of CKE Common Stock on December 31, 1998. The total
transaction was valued at $9,447,375. The shares purchased by Fidelity are not
registered and may only be sold pursuant to Rule 144.

ITEM 4.   PURPOSE OF TRANSACTION

        The purpose of the purchase by Fidelity National Financial, Inc. of the
securities of the Company described in Item 3 above is to acquire a further
equity position in the Company further consolidating Fidelity National
Financial, Inc.'s restaurant investments through an interest in the Company.

        Subject to applicable legal requirements and the factors referred to
below, Fidelity National Financial, Inc. does not presently intend to purchase
any additional shares of Common Stock, but it may determine to purchase shares
of Common Stock, in open market or privately negotiated transactions, from time
to time. Fidelity National Financial, Inc. also may determine to dispose of any
portion or all of such shares at any time, or from time to time. In determining
whether to purchase shares of Common Stock or to dispose of its shares, and in
formulating any plan or proposal with respect to any transaction between the
Company and Fidelity National Financial, Fidelity National Financial intends to
consider and review various factors on a continuous basis, including the
Company's financial condition, business and prospects, other developments
concerning the Company, the price and availability of shares of Common Stock,
other investment and business opportunities available to Fidelity National
Financial, Inc., developments with respect to Fidelity National Financial's
business, and general economic, monetary and stock market conditions.

        Except as described in this Statement, Fidelity National Financial, Inc.
has no present plans or proposals which would relate to or result in any of the
following:

        (a)     The acquisition by any person of additional securities of the
                issuer, or the disposition of securities of the issuer;

        (b)     An extraordinary corporate transaction, such as a merger,
                reorganization or liquidation, involving the issuer or any of
                its subsidiaries;

        (c)     A sale or transfer of a material amount of assets of the issuer
                or any of its subsidiaries;

        (d)     Any change in the present board of directors or management of
                issuer, including any plans or proposals to change the number or
                term of directors or to fill any existing vacancies on the
                board;

        (e)     Any material change in the present capitalization or dividend
                policy of the issuer;

        (f)     Any other material change in the issuer's business or corporate
                structure including but not limited to, if the issuer is a
                registered closed-end investment company, any plans or proposals
                to make any changes in its investment policy for which a vote is
                required by section 13 of the Investment Company Act of 1940;

        (g)     Changes in the issuer's charter, bylaws or instruments
                corresponding thereto or other action s which may impede the
                acquisition of control of the issuer by any person;

        (h)     Causing a class of securities of the issuer to be delisted from
                a national securities exchange or to cease to be authorized to
                be quoted in an inter-dealer quotation system of a registered
                national securities association;

        (i)     A class of equity securities of the issuer becoming eligible for
                termination of registration pursuant to Section 12(g)(4) of the
                Act; or

        (j)     Any action similar to any of those enumerated above.

ITEM 6.   INTEREST IN SECURITIES OF THE ISSUER

        (a)     As of December 31, 1998, Fidelity National Financial, Inc. was
                the beneficial owner of 7,187,765 shares of Common Stock (of
                which 2,470,000 shares of Common Stock are issuable upon
                exercise of warrants), which represent in the aggregate
                approximately 40.7% of the outstanding shares of Common Stock
                (based on


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                12,706,032 shares of Common Stock outstanding as of November 19,
                1998) as disclosed in the Company's Quarterly Report on Form
                10-Q for the quarterly period then ended.

        (b)     Fidelity National Financial, Inc. has the sole power to vote,
                direct the voting of, dispose of and direct the disposition of
                the Common Stock owned by it.

        (c)     Other than the purchase of the Common Stock described in Item 3
                above, Fidelity National Financial has not made any transaction
                in the Common Stock.

        (d)     Fidelity National Financial, Inc. has the sole right to receive
                or the power to direct the receipt of dividends from, or the
                proceeds from the sale of, the Common Stock owned by it.

        (e)     Not applicable.


                                    SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

        January 8,  1999            FIDELITY NATIONAL FINANCIAL, INC.



                                    By:    /s/   M'LISS JONES KANE
                                           ---------------------------------
                                           M'Liss Jones Kane
                                           Senior Vice President, Corporate 
                                           Counsel and Corporate Secretary


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