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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 3

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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


1. Name and Address of Reporting
Person*
(Last, First, Middle)
2. Date of Event Requiring Statement
(Month/Day/Year)
3. I.R.S. Identification Number of Reporting
Person, if an entity
(voluntary)
  Smith, Ernest, D.
  01/28/2003
 
  4050 Calle Real

(Street)
4. Issuer Name and Ticker or Trading Symbol 5. Relationship of Reporting Person(s) to Issuer
(Check All Applicable)
  Fidelity National Financial, Inc. (FNF)
  o  Director
o  10% Owner
x  Officer (give title below)
o  Other (specify below)
  Santa Barbara, CA 93110
(City)         (State)        (Zip)
6. If Amendment, Date of Original
(Month/Day/Year)
  Exec. VP; COO
    02/06/2003
7. Individual or Joint/Group Filing
(Check Applicable Line)
                x  Form filed by One Reporting Person
o  Form filed by More than One Reporting Person
*   If the form is filed by more than one reporting person, see Instruction 5(b)(v).   Reminder:   Report on a separate line for each class of securities beneficially owned directly or indirectly.

 


Table I — Non-Derivative Securities Beneficially Owned
1. Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

  Common Stock     2448.8240(1)     D  
  Common Stock     651.4460(2)     D  

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Table II — Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of
Derivative
Security

(Instr. 4)
2. Date Exercisable and
Expiration Date

(Month/Day/Year)
3. Title and Amount of Securities
Underlying Derivative Security

(Instr. 4)
4. Conversion or
Exercise Price
of Derivative
Security
5. Ownership Form of
Derivative Security:
Direct (D) or Indirect (I)

(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)

      Date
Exer-
cisable
Expi-
ration
Date
 
Title
Amount
or
Number
of Shares
           
  Stock Option (right to buy)   1/12/99 1/12/08   Common Stock 1,996 $20.0545   D  
  Stock Option (right to buy)   (3) 10/17/10   Common Stock 24,199 $16.6364   D  
  Stock Option (right t o buy)   (4) 4/16/11   Common Stock 35,896 $19.30   D  
  Stock Option (right to buy)   (5) 2/21/12   Common Stock 18,333 $22.50   D  
  Stock Option (right to buy)   (6) 12/23/12   Common Stock 25,000 $33.20   D  
  Stock Option (right to buy)     101,794(7)   D  

Explanation of Responses:

(1)  These 2448.8240 shares were acquired by Reporting Person through February 6, 2003 pursuant to the FNF 401(k) plan at various prices.  The information reported herein is based on a month-end report.
(2)  These 651.4460 shares were acquired by Reporting Person through February 6, 2003 pursuant to the FNF Employee Stock Purchase Plan at various prices.  The information reported herein is based on a month-end report.
(3)  The option became exercisable in three equal annual installments beginning October 17, 2001.
(4)  The option became exercisable in three equal annual installments beginning April 16, 2002.
(5)  The option became exercisable in three equal annual installments beginning February 21, 2002.
(6)  The option became exercisable in three equal annual installments beginning December 23, 2003.
(7)  Reflects Reporting Person's total Derivative Securities in Fidelity National Financial, Inc. as of February 6, 2003.

/s/ Ernest D. Smith   4/24/2003


**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.  

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