SEC FORM 4

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

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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^*

FOLEY WILLIAM P II

(Last)

(First)

(Middle)

601 RIVERSIDE AVENUE

(Street)

JACKSONVILLE

32240

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIDELITY NATIONAL FINANCIAL INC /DE/ [ FNF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2006

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/09/2006		M		404,628	A	$9.8952	2,947,927	D
Common Stock	10/09/2006		F		206,331	D	$43.24	2,947,927	D
Common Stock	10/09/2006		M		202,669	A	$16.3814	3,027,930	D
Common Stock	10/09/2006		F		122,666	D	$43.24	3,027,930	D
Common Stock	10/09/2006		M		222,936	A	$11.1019	3,133,232	D
Common Stock	10/09/2006		F		117,634	D	$43.24	3,133,232	D
Common Stock	10/09/2006		M		367,843	A	$5.9659	3,334,745	D
Common Stock	10/09/2006		F		166,330	D	$43.24	3,334,745	D
Common Stock	10/09/2006		M		367,843	A	$4.7907	3,542,611	D
Common Stock	10/09/2006		F		159,977	D	$43.24	3,542,611	D
Common Stock	10/09/2006		M		699,136	A	$8.2086	3,902,568	D
Common Stock	10/09/2006		F		339,179	D	$43.24	3,902,568	D
Common Stock	10/09/2006		M		735,688	A	$9.523	4,267,132	D
Common Stock	10/09/2006		F		371,124	D	$43.24	4,267,132	D
Common Stock	10/09/2006		M		55,334	A	$2.1205	4,300,553	D
Common Stock	10/09/2006		F		21,893	D	$43.24	4,300,553	D
Common Stock	10/09/2006		M		38,336	A	$6.4056	4,321,511	D
Common Stock	10/09/2006		F		17,378	D	$43.24	4,321,511	D
Common Stock	10/09/2006		M		7,668	A	$4.2139	4,325,910	D
Common Stock	10/09/2006		F		3,269	D	$43.24	4,325,910	D
Common Stock	10/09/2006		M		134,572	A	$12.4915	4,386,725	D
Common Stock	10/09/2006		F		73,757	D	$43.24	4,386,725	D
Common Stock	10/09/2006		M		67,287	A	$13.0116	4,416,620	D
Common Stock	10/09/2006		F		37,392	D	$43.24	4,416,620	D
Common Stock	10/09/2006		M		4,628	A	$7.1446	4,419,076	D
Common Stock	10/09/2006		F		2,172	D	$43.24	4,419,076	D
Common Stock	10/09/2006		M		103,026	A	$17.2146	4,458,504	D
Common Stock	10/09/2006		F		63,618	D	$43.24	4,458,504	D
Common Stock								2,449,535	I	Folco Development Corporation
Common Stock								626,149	I	Foley Family Charitable Foundation and Reporting Person's ESPP/401(k) accounts

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to purchase)	$9.8952	10/09/2006		M			404,628	01/12/1999	01/12/2008	Common Stock	404,628	$9.8952	0	D
Stock Option (right to purchase)	$16.3814	10/09/2006		M			202,669	12/23/2005	12/23/2012	Common Stock	202,669	$16.3814	0	D
Stock Option (right to purchase)	$11.1019	10/09/2006		M			222,936	02/21/2004	02/21/2012	Common Stock	222,936	$11.1019	0	D
Stock Option (right to purchase)	$5.9659	10/09/2006		M			367,843	03/23/2000	03/23/2009	Common Stock	367,843	$5.9659	0	D
Stock Option (right to purchase)	$4.7907	10/09/2006		M			367,843	02/23/2001	02/23/2010	Common Stock	367,843	$4.7907	0	D
Stock Option (right to purchase)	$8.2086	10/09/2006		M			699,136	10/17/2002	10/17/2010	Common Stock	699,136	$8.2086	0	D
Stock Option (right to purchase)	$9.523	10/09/2006		M			735,688	04/16/2001	04/16/2011	Common Stock	735,688	$9.523	0	D
Stock Option (right to purchase)	$2.1205	10/09/2006		M			55,334	10/04/2001	10/04/2010	Common Stock	55,334	$2.1205	0	D
Stock Option (right to purchase)	$6.0456	10/09/2006		M			38,336	09/26/2002	09/26/2011	Common Stock	38,336	$6.4056	0	D
Stock Option (right to purchase)	$4.2139	10/09/2006		M			7,668	06/12/2004	06/12/2011	Common Stock	7,668	$4.2139	0	D
Stock Option (right to purchase)	$12.4915	10/09/2006		M			134,572	09/24/2003	09/24/2012	Common Stock	134,572	$12.4915	0	D
Stock Option (right to purchase)	$13.0116	10/09/2006		M			67,287	12/23/2005	12/23/2012	Common Stock	67,287	$13.0116	0	D
Stock Option (right to purchase)	$7.1446	10/09/2006		M			4,628	11/17/2001	11/17/2009	Common Stock	4,628	$7.1446	0	D
Stock Option (right to purchase)	$17.2146	10/09/2006		M			103,026	01/11/2000	01/11/2010	Common Stock	103,026	$17.2146	0	D
Stock Option (right to purchase)	⁽¹⁾							⁽²⁾	⁽³⁾	Common Stock	1,034,354		1,034,354⁽⁴⁾	D

Explanation of Responses:

1. Represents various options granted at various prices.

2. Exercise dates vary for each of the various grants.

3. Expiration dates vary for each of the various grants.

4. Reflects Reporting Person's total Derivative Securities ownership in Fidelity National Financial, Inc. as of October 9, 2006.

Remarks:

	William P. Foley II	10/11/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.