X0201 42004-01-0600000809398FIDELITY NATIONAL FINANCIAL INC /DE/ FNF0000903213FOLEY WILLIAM P II601 RIVERSIDE AVENUEJACKSONVILLEFL322401100CEOCommon Stock2004-01-084J023833.000038.5050A1755966.0000DOn February 22, 2001, Reporting Person entered into a prepaid variable forward sale agreement with an unaffiliated third party buyer (the "Buyer"), as amended (the "Agreement"). The Agreement related to the disposition of 226,875 shares (as adjusted for subsequent stock splits/dividends) of common stock, which was reported on a Form 4 in March 2001. In exchange for a cash payment of $3,930,000, Reporting Person agreed to deliver up to 226,875 shares of common stock to the Buyer on March 26, 2004 (or an earlier date if the Forward Sale Agreement was terminated early). The Agreement contained a formula for determining the exact number of shares to be delivered upon its termination. Alternatively, Reporting Person had the right to settle the Forward Sale Agreement in cash. (Continued in Footnote 2)In connection with the early termination and settlement of the Agreement on January 6, 2004, Reporting Person was obligated to deliver, and delivered, 203,042 shares of common stock valued at $38.505 per share to the Buyer. Reporting Person's obligation to deliver the remaining 23,833 shares expired as of this same date. These transactions are exempt from Section 16(b) pursuant to Rule 16b-6.William P. Foley II2004-01-08