UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 13F

                               FORM 13F COVER PAGE

        Report for the Calendar Year or Quarter Ended: September 30, 2008

Check here if Amendment [ ]; Amendment Number: ______

This Amendment (Check only one.): [ ] is a restatement.
                                  [ ] adds new holdings entries.

INSTITUTIONAL INVESTMENT MANAGER FILING THIS REPORT:

Name:    Fidelity National Financial, Inc.
Address: 601 Riverside Avenue
         Jacksonville, FL 32204

Form 13F File Number: 28-11785

The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.

PERSON SIGNING THIS REPORT ON BEHALF OF REPORTING MANAGER:

Name:  Anthony J. Park
Title: Chief Financial Officer
       (Principal Financial and Accounting Officer)
Phone: (904) 854-8100

SIGNATURE, PLACE, AND DATE OF SIGNING:


      (s) Anthony J. Park         Jacksonville, Florida       November 12, 2008
- -----------------------------   -------------------------   --------------------
         [Signature]                  [City, State]                [Date]

REPORT TYPE (CHECK ONLY ONE.):

[X]  13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager
     are reported in this report.)

[ ]  13F NOTICE. (Check here if no holdings reported are in this report, and all
     holdings are reported by other reporting manager(s).)

[ ]  13F COMBINATION REPORT. (Check here if a portion of the holdings for this
     reporting manager are reported in this report and a portion are reported by
     other reporting manager(s).)

LIST OF OTHER MANAGERS REPORTING FOR THIS MANAGER:

FORM 13F FILE NUMBER   NAME



                                    FORM 13F
                                  SUMMARY PAGE

REPORT SUMMARY:

Number of Other Included Managers:              None
Form 13F Information Table Entry Total:           21
Form 13F Information Table Value Total: $     33,989
                                         (thousands)

LIST OF OTHER INCLUDED MANAGERS:

Provide a numbered list of the name(s) and Form 13F file number(s) of all
institutional investment managers with respect to which this report is filed,
other than the manager filing this report.

[If there are no entries in this list, state "NONE" and omit the column headings
and list entries.]

None.


                                FORM 13F REPORT

          NAME OF REPORTING MANAGER: FIDELITY NATIONAL FINANCIAL, INC.

VOTING AUTHORITY SHARES/ PUT/ INVSTMT OTHER ---------------- NAME OF ISSUER TITLE OF CLASS CUSIP VALUE(X1000) PRN AMT SH/PRN CALL DSCRETN MANAGERS SOLE SHARED NONE - --------------------------------- -------------- ----------- ------------ --------- ------ ---- ------- -------- ---- ------ ---- NTN BUZZTIME INC. COMMON 629410-30-9 1,462 6,644,611 SH DEFINED x NORTHGATE MINERALS CORP. COMMON 666416-10-2 655 500,000 SH DEFINED x OCEANFREIGHT INCORPORATED COMMON Y64202-10-7 5,051 375,000 SH DEFINED x MARINER ENERGY, INC. COMMON 56845T-30-5 3,588 175,000 SH DEFINED x TELECOM CORP. OF NEW ZEALAND LTD. COMMON 879278-20-8 1,529 166,400 SH DEFINED x MERRILL LYNCH & CO INC COMMON 590188-10-8 3,795 150,000 SH DEFINED x TESORO CORPORATION COMMON 881609-10-1 1,872 113,500 SH DEFINED x ING GROEP N.V. COMMON 456837-10-3 2,146 100,300 SH DEFINED x NISSAN MOTOR LTD COMMON 654744-40-8 1,271 93,493 SH DEFINED x NYSE EURONEXT COMMON 629491-10-1 2,899 74,000 SH DEFINED x NEXEN, INC. COMMON 65334H-10-2 1,162 50,000 SH DEFINED x BHP BILLITON LTD. COMMON 088606-10-8 2,600 50,000 SH DEFINED x IMPERIAL OIL LIMITED COMMON 453038-40-8 1,921 45,100 SH DEFINED x SEASPAN CORP. COMMON Y75638-10-9 794 43,882 SH DEFINED x CONTINENTAL AIRLINES INC. COMMON 210795-30-8 500 30,000 SH DEFINED x GULFMARK OFFSHORE, INC. COMMON 402629-10-9 1,319 29,400 SH DEFINED x AGRIUM INC COMMON 008916-10-8 1,402 25,000 SH DEFINED x AMERICAN RESTAURANT GROUP INC COMMON 029309-80-4 10 1,000 SH DEFINED x PHOENIX CORP. COMMON 71902E-10-9 2 256 SH DEFINED x UNIVERSAL CORP VA COMMON 913456-10-9 10 200 SH DEFINED x Landamerica Finl Group, Inc. COMMON 514936-10-3 1 37 SH DEFINED x 33,989 8,667,179