8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 1, 2006

FIDELITY NATIONAL FINANCIAL, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	001-9396	86-0498599
(State or other Jurisdiction of	(Commission File	(IRS Employer
Incorporation or Organization)	Number)	Identification No.)

601 Riverside Avenue
Jacksonville, Florida	32204
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (904) 854-8100

(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	ITEM 1.01 Entry into a Material Definitive Agreement
	ITEM 9.01. Financial Statements and Exhibits
SIGNATURES
Exhibit Index
EXHIBIT 10.97

ITEM 1.01 Entry into a Material Definitive Agreement

     Attached as Exhibit 10.97 is an amendment to the employment agreement by and between Fidelity National Financial, Inc. (the “Company”) and William P. Foley, II. Under the amendment, the term of Mr. Foley’s current employment agreement has been extended until December 31, 2006. The terms of the current employment agreement between the Company and Mr. Foley are described in Amendment No. 2 to the Company’s Annual Report on Form 10-K filed on May 1, 2006 and such description is incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits

Exhibit
Number	Description
10.97	Amendment to the employment agreement by and between Fidelity National Financial, Inc. (the “Company”) and William P. Foley, II.

1

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		FIDELITY NATIONAL FINANCIAL, INC.
	By:	/s/ Alan L. Stinson
		Alan L. Stinson
		Executive Vice President and Chief Financial Officer
Dated: May 5, 2006

2

EXHIBIT INDEX

Exhibit
Number	Description
10.97	Amendment to the employment agreement by and between Fidelity National Financial, Inc. (the “Company”) and William P. Foley, II.

EX-10.97

EXHIBIT 10.97

AMENDMENT
TO
EMPLOYMENT AGREEMENT

     THIS AMENDMENT (the “Amendment”) to the Employment Agreement by and between William P. Foley, II (the “Employee”) and Fidelity National Financial, Inc. (the “Company”), effective as of March 22, 2001 (the “Agreement”), is made effective as of May 1, 2006, by and between the Company and the Employee.

WITNESSETH THAT

     WHEREAS, the Company and the Employee are parties to the Agreement effective March 22, 2001 with a five year term expiring March 22, 2006 (the “Term”); and

     WHEREAS, Section 2 of the Agreement provides that the Term may be extended at any time upon mutual agreement of the parties; and

     WHEREAS, the Company and the Employee desire to extend such Term through December 31, 2006.

     NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the Company and the Employee hereby agree as follows:

1. Section 2 of the Agreement shall be amended to read as follows:

“2. Term. The term of this Agreement shall commence on the Effective Date and end December 31, 2006, subject to prior termination as set forth in Section 7, below (the “Term”). The Term may be extended at any time upon mutual agreement of the parties.”

     All provisions of the Agreement not specifically mentioned in this Amendment shall be considered modified to the extent necessary to be consistent with the changes made by this Amendment. This Amendment may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the Employee has hereunto set his hand and the Company has caused this Amendment to be executed.

FIDELITY NATIONAL FINANCIAL, INC.	WILLIAM P. FOLEY, II
/s/ Alan L. Stinson	/s/ William P. Foley, II
By: Alan L. Stinson Title: Executive Vice President, Chief Financial Officer and Chief Operating Officer