OMB APPROVAL

OMB Number: 3235-0287

Expires: January 31, 2005

Estimated average burden
hours per response...0.5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(h) of the Investment Company Act of 1940

o 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* (Last, First, Middle)	2.	Issuer Name and Ticker or Trading Symbol				3.	I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
	Foley II, William P.		Fidelity National Financial, Inc. - FNF
	4050 Calle Real	4.	Statement for Month/Day/Year				5.	If Amendment, Date of Original (Month/Day/Year)
			October 31, 2002
	(Street)	6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)				7.	Individual or Joint/Group Filing (Check Applicable Line)
	Santa Barbara, CA 93110 (City)                (State)           (Zip)		x	Director	o	10% Owner		x	Form filed by One Reporting Person
			x	Officer (give title below)				o	Form filed by More than One Reporting Person
			o	Other (specify below)
				Chief Executive Officer

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).

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 Transactions(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

10/31/02

M

10,628

A

$1.7216

D

Common Stock

10/31/02

D

10,628

D

$30.20

D

Common Stock

10/31/02

M

33,820

A

$3.4305

D

Common Stock

10/31/02

D

33,820

D

$30.20

D

Common Stock

10/31/02

M

29,282

A

$4.0127

D

Common Stock

10/31/02

D

29,282

D

$30.20

D

Common Stock

10/31/02

M

55,803

A

$5.14

D

Common Stock

10/31/02

D

55,803

D

$30.20

D

Common Stock

10/31/02

M

94,335

A

$5.7182

D

Common Stock

10/31/02

D

94,335

D

$30.20

D

1,094,734

D

318,418

I

Foley Family Charitable Foundation

1,781,483

I

Folco Development Corporation

3,251.1073

D(1)

13,879.1430

D(2)

Page 2

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)

Code

V

(A)

(D)

Stock Option (right to buy)

$1.7216

10/31/02

M

10,628

Stock Option (right to buy)

$3.4305

10/31/02

M

33,820

Stock Option (right to buy)

$4.0127

10/31/02

M

29,282

Stock Option (right to buy)

$5.14

10/31/02

M

55,803

Stock Option (right to buy)

$5.7182

10/31/02

M

94,335

Page 3

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued (e.g., puts, calls, warrants, options, convertible securities)

6.

Date Exercisable and Expiration Date (Month/Day/Year)

7.

Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11.

Nature of Indirect Beneficial Ownership (Instr. 4)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

10/7/95

4/7/07

Common Stock

D

11/14/96

5/14/08

Common Stock

D

3/13/97

3/12/08

Common Stock

D

11/24/93

3/14/05

Common Stock

D

4/17/96

4/16/05

Common Stock

D

2,705,722

D

Explanation of Responses:

(1)	Reflects Reporting Person’s total approximate holdings of Fidelity National Financial, Inc. common stock within the Issuer’s Employee Stock Purchase Plan as of November 1, 2002.
(2)	Reflects Reporting Person’s total approximate holdings of Fidelity National Financial, Inc. common stock within the Issuer’s 401K Plan as of November 1, 2002.

/s/ William P. Foley II	11/01/02
**Signature of Reporting Person	Date

**	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.

Page 4 -----END PRIVACY-ENHANCED MESSAGE-----