UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Mark One)
R		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
		For the Fiscal Year Ended December 31, 2005
or
£		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)

Commission File No. 1-32630

Fidelity National Title Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		16-1725106 (I.R.S. Employer Identification No.)
601 Riverside Avenue Jacksonville, Florida 32204 (Address of principal executive offices, including zip code)		(904) 854-8100 (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Common Stock, Class A, $.0001 par value		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes £   No R

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes £   No R

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes R   No £

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K.    £

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (See definitions of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.)

Large accelerated filer £  Accelerated filer £ Non-accelerated filer R

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes £   No R

     The aggregate market value of the shares of the Common Stock held by non-affiliates of the registrant as of December 31, 2005 was $696,787,961 based on the closing sale price of $24.35 on December 30, 2005 as reported by the New York Stock Exchange.

     As of April 1, 2006, there were 31,147,357 shares of Class A common stock and 143,176,041 shares of Class B common stock outstanding.

 

 

EXPLANATORY NOTE

Unless stated otherwise or the context otherwise requires, all references in this Form 10-K/A to the registrant, “us,” “we,” “our” or the “Company” are to Fidelity National Title Group, Inc., a Delaware corporation, and its subsidiaries; all references to “FNF” are to Fidelity National Financial, Inc., a Delaware corporation that owns a majority of our outstanding shares; and all references to the “distribution” are to the distribution on October 17, 2005 of 17.5% of the common stock of the Company to the stockholders of FNF.

     This Amendment No. 1 on Form 10-K/A is being filed with respect to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed with the Securities and Exchange Commission on March 15, 2006 (the “Form 10-K”). Part III, Item 10 “Directors and Executive Officers of the Registrant,” Item 11 “Executive Compensation,” Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and Item 14 “Principal Accountant Fees and Services” of the Form 10-K are hereby amended and restated in their entirety to include the required disclosures.

     The Form 10-K as amended hereby continues to speak as of the date of the Form 10-K and the disclosures have not been updated to speak to any later date. Any items in the Form 10-K that are not expressly changed hereby shall be as set forth in the Form 10-K. All information contained in this Amendment No. 1 and the Form 10-K is subject to updating and supplementing as provided in the Company’s periodic reports filed with the Securities and Exchange Commission subsequent to the filing of the Form 10-K.

TABLE OF CONTENTS

FORM 10-K/A

				Page
				Number
		PART III
Item 10.		Directors and Executive Officers of the Registrant		3
Item 11.		Executive Compensation		8
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		12
Item 14.		Principal Accountant Fees and Services		14
EXHIBIT 31.1
EXHIBIT 31.2

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

     The names of our directors and certain biographical information concerning each of them is set forth below:

Term Expiring 2006

								Director
Name		Position With the Company		Age				Since
John F. Farrell, Jr.		Director Chairman Audit Committee			68			20001
Frank P. Willey		Vice Chairman of the Board			52			19841
Willie D. Davis		Director Member Corporate Governance and Nominating Committee, Member Compensation Committee			71			20031
Philip G. Heasley		Director Member Audit Committee			55			20001

     John F. Farrell, Jr. Mr. Farrell is a private investor and has been since 1997. From 1985 through 1994 he was Chairman and Chief Executive Officer of North American Mortgage Company. Mr. Farrell was Chairman of Integrated Acquisition Corporation from 1984 through 1989. He was a partner with Oppenheimer and Company from 1972 through 1981. Mr. Farrell currently serves as a director of Fidelity National Financial, Inc. and Ames Investment Corporation. Mr. Farrell joined the Board of Directors of the Company upon the completion of the distribution.

     Frank P. Willey. Mr. Willey served as the Vice Chairman of the Board of Directors of FNF prior to joining the Board of Directors of the Company as its Vice Chairman immediately following the completion of the distribution. Mr. Willey was a director of FNF from its formation in 1984 until the distribution, and also was the President of FNF from January 1, 1995 through March 20, 2000. Mr. Willey also served as an Executive Vice President and General Counsel of FNF from its formation until December 31, 1994. Presently, Mr. Willey also serves as a director of CKE Restaurants, Inc.

     Willie D. Davis. Mr. Davis has served as the President and a director of All-Pro Broadcasting, Inc., a holding company that operates several radio stations, since 1976. Mr. Davis currently also serves on the Board of Directors of Sara Lee Corporation, Dow Chemical Company, MGM Mirage, Inc., Alliance Bank, Johnson Controls, Inc. and Manpower, Inc. Mr. Davis resigned from the Board of Directors of FNF to become a director of the Company immediately following the distribution.

     Philip G. Heasley. Mr. Heasley has served as the President and CEO of Transaction Systems Architects since May 1, 2005. Prior to that, Mr. Heasley served as Chairman and Chief Executive Officer of First USA Bank from 2000 to 2003. Before First USA, Mr. Heasley spent 13 years in executive positions at U.S. Bancorp, including six years as Vice Chairman and the last two years as President and Chief Operating Officer. Before joining U.S. Bancorp, Mr. Heasley spent 13 years at Citicorp, including three years as President and Chief Operating Officer of Diners Club, Inc. Mr. Heasley resigned from the Board of Directors of FNF to become a director of the Company immediately following the distribution.

Term Expiring 2007

								Director
Name		Position With the Company		Age				Since
William A. Imparato		Director Chairman Corporate Governance and Nominating Committee, Member Audit Committee			59			19861
General William Lyon		Chairman Compensation Committee			83			19981
William G. Bone		Director Member Compensation Committee			64				2005

     William A. Imparato. Mr. Imparato currently is a Partner in Beus Gilbert PLLC and the Managing Member of Tri-Vista Partners, LLC, and has been for more than five years. From June 1990 to December 1993, Mr. Imparato was President of the Company’s wholly-owned real estate subsidiary Manchester Development Corporation. From July 1980 to March 2000 he was a partner in Park West Development Company, a real estate development firm headquartered in Phoenix, Arizona. In March 2000, Mr. Imparato started a new real estate development firm, Tri-Vista Partners LLC, headquartered in Scottsdale, Arizona. Mr. Imparato resigned from the Board of Directors of FNF to become a director of the Company immediately following the distribution.

     General William Lyon. General Lyon is Chairman of the Board and Chief Executive Officer of William Lyon Homes, Inc. and affiliated companies, which are headquartered in Newport Beach, California, and has been for more than five years. In 1989, General Lyon formed Air/Lyon, Inc., which included Elsinore Service Corp. and Martin Aviation at John Wayne Airport. He has been Chairman of the Board of The William Lyon Company since 1985. General Lyon resigned from the Board of Directors of FNF to become a director of the Company immediately following the distribution.

     William G. Bone. Mr. Bone founded Sunrise Company in 1963 and has served as its Chairman and Chief Executive Officer for more than five years. Mr. Bone joined the Board of Directors of the Company in October 2005 following the distribution.

Term Expiring 2008

								Director
Name		Position With the Company		Age				Since
William P. Foley, II		Chairman of the Board			61			19841
Peter O. Shea, Jr.		Director			39				2006
Robert M. Clements		Director			43				2006

     William P. Foley, II. Mr. Foley is the Chairman of the Board and Chief Executive Officer of FNF, and has served in both capacities since that company’s formation in 1984. Mr. Foley also served as President of that company from 1984 until December 31, 1994. Mr. Foley also is currently serving as the Chairman of the Board of Fidelity National Information Services, Inc. and as a director of Florida Rock Industries, Inc.

     Peter O. Shea, Jr. Mr. Shea is the President and Chief Executive Officer of J.F. Shea Co., Inc. and he previously served as Chief Operating Officer of J.F. Shea Co., Inc. for more than five years. J.F. Shea Co., Inc. is a private company with aggregate revenue in 2005 in excess of $3.5 billion, with operations in home construction, commercial property development and management and heavy civil construction.

     Robert M. Clements. Mr. Clements is Chairman and Chief Executive Officer of EverBank Financial Corp, the holding company for EverBank. Mr. Clements joined the company in 1994 and has served as the President & Chief Executive Officer of EverBank Financial Corp since its formation in 1997. He was previously a Vice President of Merrill Lynch & Co., where he was a member of the firm’s leveraged buyout group, Merrill Lynch Capital Partners, Inc.

Information About Our Executive Officers

     The executive officers of the Company as of the date of this report are set forth in the table below. Certain biographical information with respect to those executive officers who do not also serve as directors follows the table. Mr. Foley’s biographical information is provided above.

Name		Position With the Company		Age
William P. Foley, II		Chairman of the Board			61
Raymond R. Quirk		Chief Executive Officer			59
Christopher Abbinante		President, Eastern Operations			55
Roger S. Jewkes		President, Western Operations			47
Erika Meinhardt		President, National Agency			47
Anthony J. Park		Executive Vice President and Chief Financial Officer			39

     Raymond R. Quirk is our Chief Executive Officer. Prior to his position as Chief Executive Officer, he was President of FNF from January 2003 to October 2005. Since he joined FNF in 1985, Mr. Quirk has also served in numerous executive and management positions, including Executive Vice President, Co-Chief Operating Officer, and Divisional and Regional Manager with responsibilities governing direct and agency operations nationally.

     Christopher Abbinante is our President, Eastern Operations. Prior to his appointment as President, Eastern Operations, Mr. Abbinante served as an Executive Vice President and a Co-Chief Operating Officer of FNF from January 2002 to October 2005. Mr. Abbinante joined FNF in 2000 in connection with FNF’s acquisition of Chicago Title Corporation. Prior to joining FNF, Mr. Abbinante served as a Senior Vice President of Chicago Title Insurance Company from 1976 to 2000.

     Roger S. Jewkes is our President, Western Operations. Prior to his appointment as President, Western Operations, Mr. Jewkes served as a Division Manager for FNF from May 2003 to October 2005, and as a Regional Manager with FNF from May 2001 to 2003. In his role as a Division Manager, Mr. Jewkes was responsible for FNF’s direct title operations in California, Arizona, Colorado, Nevada and New Mexico. Mr. Jewkes has held various other operational management positions with FNF since he joined the company through an acquisition in 1987.

     Erika Meinhardt is our President, National Agency Operations. Prior to her appointment as President, National Agency Operations, she served as Executive Vice President and Division Manager for FNF from 2002 until October 2005, with responsibility for direct and agency operations in the Southeast and Northeast. Ms. Meinhardt has held various other positions with FNF and its subsidiary companies since 1983.

     Anthony J. Park is our Chief Financial Officer. Prior to his appointment as our Chief Financial Officer, Mr. Park has served as the Chief Accounting Officer of FNF from March 2000 until October 2005. In his role as Chief Accounting Officer of FNF, Mr. Park had primary responsibility for all aspects of the corporate accounting function and production of the consolidated financial statements. Mr. Park has previously held the titles of Controller and Assistant Controller of FNF since he joined FNF in 1991.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16 of the Securities Exchange Act of 1934, as amended, requires the Company’s executive officers and directors to file reports of their ownership, and changes in ownership, of the Company’s common stock with the SEC. Executive officers and directors are required by the SEC’s regulations to furnish the Company with copies of all forms they file pursuant to Section 16 and the Company is required to report in this Proxy Statement any failure of its directors and executive officers to file by the relevant due date any of these reports during fiscal year 2005. Based solely upon a review of the copies of the reports received by it, the Company believes that all such filing requirements were satisfied.

Code of Ethics and Business Conduct

     Our Board of Directors has adopted a Code of Ethics for Senior Financial Officers, a “code of ethics” as defined by the SEC, which is applicable to our chief executive officer, our chief financial officer and our chief accounting officer, and a Code of Business Conduct and Ethics, which is applicable to all directors, officers and employees of the Company. The purpose of these codes is to (i) promote honest and ethical conduct, including the ethical handling of conflicts of interest; (ii) promote full, fair, accurate, timely and understandable disclosure; (iii) promote compliance with applicable laws and governmental rules and regulations; (iv) ensure the protection of the Company’s legitimate business interests, including corporate opportunities, assets and confidential information; and (v) deter wrongdoing. Our codes of ethics and business conduct were adopted to reinvigorate and renew our commitment to the Company’s longstanding standards for ethical business practices. Our reputation for integrity is one of our most important assets and each of our employees and directors is expected to contribute to the care and preservation of that asset. Under our codes of ethics, an amendment to or a waiver or modification of any ethics policy applicable to our directors or executive officers must be disclosed to the extent required under SEC and/or NYSE rules.

     Copies of our Code of Business Conduct and Ethics and our Code of Ethics for Senior Financial Officers are available for review on our website at www.fnf.com. Stockholders may also obtain a copy of any of these codes by writing to the Corporate Secretary at the address set forth on the first page of this Proxy Statement.

Audit Committee

     The members of the Audit Committee are John F. Farrell, Jr. (Chairman), William A. Imparato and Philip G. Heasley. The Board has determined that each of the Audit Committee members is financially literate and independent as required by the rules of the SEC and the NYSE, and that each of Messrs. Farrell and Heasley is an audit committee financial expert, as defined by the rules of the SEC.

     The Audit Committee is a separately-designated standing committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934.

ITEM 11. EXECUTIVE COMPENSATION AND OTHER INFORMATION

Executive Compensation

     The following table contains compensation information for our chief executive officer and four of our other executive officers who were the most highly compensated for the year ended December 31, 2005. The information in this table includes compensation earned by the individuals for services with the Company or with FNF while the Company was still an operating segment of FNF. All references in the following tables to restricted stock and stock option awards in 2003 and 2004 relate to grants made by FNF. For 2005, restricted stock and stock option awards were granted by both the Company and FNF. The amounts of compensation paid by FNF do not necessarily reflect the compensation such person will receive in the future, which could be higher or lower, because historical compensation was determined by FNF and future compensation levels will be determined based on the compensation policies, programs and procedures established by our Compensation and Benefits Committee.

Summary Compensation Table

						Annual Compensation												Long-Term Compensation
																		Restricted				Securities
														Other Annual				Stock				Underlying				All Other
		Fiscal				Salary				Bonus				Compensation				Awards				Options				Compensation
Name and Title		Year				($)(1)				($)(2)				($)(3)				($)				(#)(6)				($)(7)
Raymond R. Quirk			2005				647,500				1,282,500				38,693				2,628,000	(4)			—				33,070
Chief Executive Officer			2004				606,250				1,210,227				7,304				—				166,236				28,956
			2003				594,529				1,557,123				89,148				1,156,050	(5)			8,250				23,644
Christopher Abbinante			2005				500,000				978,125				6,000				1,314,000	(4)			—				28,370
President			2004				475,000				1,079,344				6,000				—				117,916				25,876
Eastern Operations			2003				475,003				950,000				53,513				660,600	(5)			—				25,768
Roger S. Jewkes			2005				439,166				900,000				15,200				1,314,000	(4)			—				33,246
President			2004				469,059				963,984				6,000				—				103,177				17,477
Western Operations			2003				300,000				450,000				6,000				300,273	(5)			—				18,621
Erika Meinhardt			2005				375,000				712,240				208,739				1,314,000	(4)			—				32,802
President			2004				341,668				683,333				8,781				—				117,916				22,284
National Agency			2003				300,000				600,000				6,000				450,409	(5)			—				23,193
Anthony J. Park			2005				286,459				276,910				—				657,000	(4)			12,792				25,131
Executive Vice President			2004				250,001				175,000				—				—				29,479				17,269
Chief Financial Officer			2003				235,416				164,792				23,457				105,095	(5)			—				20,022

FIS Option Grants

     The following table provides information as to options to acquire common stock of Fidelity National Information Services, Inc., an affiliate of FNT (“FIS”) granted to Anthony J. Park during 2005 pursuant to the FIS 2005 Stock Incentive Plan. There were no options to acquire common stock of FIS granted to Ms. Meinhardt or to Messrs. Quirk, Abbinante or Jewkes. During 2005, none of the five named executive officers received grants of options to purchase shares of common stock of FNT or FNF.

Option Grants in Last Fiscal Year

Individual Grants

Number of

Potential Realizable Value at

Securities

Percentage of

Assumed Annual Rates of

Underlying

Total Options

Stock Price Appreciation

Options

Granted to

Exercise or

for Option Term(2)

Granted

Employees in

Base Price

Expiration

5%

10%

Name

(#)

Fiscal Year

($/share)

Date

($)

($)

Anthony J. Park

12,792

—

%

$

15.63

(1)

3/9/2015

$

125,779

$

318,749

Option Exercises and Fiscal Year-End Values

     The following tables summarize information regarding exercises of FNF and FIS stock options by the named executive officers during 2005 and unexercised FNF and FIS options held by them as of December 31, 2005.

Aggregated FNF Stock Option Exercises
In Last Fiscal Year and Fiscal Year-End Option Values

										Number of Unexercised				Value of Unexercised
		Shares								Options at				In-the-Money Options at
		Acquired on				Value				December 31, 2005				December 31, 2005(2)
		Exercise (1)				Realized (1)				(#)				($)
Name		(#)				($)				Exercisable/ Unexercisable				Exercisable/ Unexercisable
Raymond R. Quirk			85,622			$	2,634,115				534,275/110,824			$	12,659,472 / $417,208
Christopher Abbinante			—			$	—				79,521/78,610			$	1,325,808/$901,680
Roger S. Jewkes			3,971			$	116,509				65,468/68,784			$	1,107,154/$788,973
Erika Meinhardt			20,350			$	637,989				146,566/78,610			$	3,151,034/$901,680
Anthony J. Park			44,281			$	1,400,280				64,306/19,652			$	1,565,279/$225,414

Aggregated FIS Stock Option Exercises
In Last Fiscal Year and Fiscal Year-End Option Values

Number of Unexercised

Value of Unexercised

Shares

Options at

In-the-Money Options at

Acquired on

Value

December 31, 2005

December 31, 2005(2)

Exercise (1)

Realized (1)

(#)

($)

Name

(#)

($)

Exercisable/ Unexercisable

Exercisable/ Unexercisable

Anthony J. Park

—

$

—

1,364/11,428

$

33,998/$284,845

Directors’ Compensation

     Directors who also are officers of the Company do not receive any compensation for acting as directors, except for reimbursement of reasonable expenses, if any, incurred in attending Board meetings. Non-employee directors participate in a compensation program that is designed to achieve the following goals: fairly pay directors for work required by a company of FNT’s size, complexity, and scope; align directors’ interest with the long-term interests of the Company’s stockholders; provide a level of pay that is competitive with the marketplace for companies of similar size and complexity to FNT; and maintain a simple format that is transparent and easy for shareholders to understand. For 2005, non-employee directors received the following:

	•		An annual retainer of $35,000;
	•		A per meeting fee of $1,500 for each Board meeting attended;

	•		An annual retainer of $5,000 for service on any Board committee (except Audit) or a $7,500 annual retainer if chair of any committee (except Audit);
	•		An annual retainer of $7,500 for service on the Audit committee or a $10,000 annual retainer if chair of the Audit committee;
	•		A per meeting fee of $1,000 for each committee meeting attended (except Audit which has a per meeting fee of $2,000);
	•		Expenses of attending Board and committee meetings; and
	•		On October 18, 2005, following completion of the distribution, each non-employee director received a grant of 5,000 shares of restricted stock. The shares will vest in four equal annual installments, provided the recipient remains a director through the vesting dates. Vesting will be accelerated upon a change in control or upon termination of service on the board due to death or disability or if we terminate the recipient’s service on the board without cause. The restricted shares will have the same voting and dividend rights as other outstanding shares of our Class A common stock, but will be non-transferable and subject to forfeiture unless and until vested.

     The Company also adopted stock ownership guidelines for its directors. Each director is encouraged to own shares of Company common stock with a value equal to two times the annual retainer.

Retirement Benefits

     We maintain an employee stock purchase plan and a 401(k) profit sharing plan covering substantially all of our employees. These plans do not discriminate in favor of directors or executive officers in the nature or level of benefits provided to participants. Additionally, in connection with our merger with Chicago Title, we assumed Chicago Title’s noncontributory defined benefit pension plan (the “Pension Plan"). The Pension Plan covered certain Chicago Title employees and the benefits thereunder were based on years of service and the employee’s average monthly compensation in the highest 60 consecutive calendar months during the 120 months ending at retirement or termination. Effective as of December 31, 2001, the Pension Plan was frozen and there will be no future credit given for years of service or changes in salary. None of the named executive officers were ever participants in the Pension Plan.

     Employee Stock Purchase Plan. In 2005, the stockholders approved the adoption of an Employee Stock Purchase Plan (the “ESPP”). Under the terms of the ESPP and subsequent amendments, eligible employees may voluntarily purchase, at current market prices, shares of the Company’s common stock through payroll deductions. Pursuant to the ESPP, employees may contribute an amount between 3% and 15% of their base salary and certain commissions. The Company contributes varying amounts as specified in the ESPP.

     401(k) Profit Savings Plan. The Company offers a 401(k) Profit Sharing Plan (the “401(k) Plan"), which is a qualified voluntary contribution savings plan, to substantially all of its employees. Eligible employees may contribute up to 15% of their pretax annual compensation, subject to annual limitations imposed by the Internal Revenue Service. The Company matches 50% of each dollar of employee contribution up to 6% of the employee’s total compensation.

Compensation Committee Interlocks and Insider Participation

     The Compensation Committee is currently composed of General William Lyon, William G. Bone and Willie D. Davis. During fiscal 2005, no member of the Compensation Committee was a former or current officer or employee of the Company or any of its subsidiaries. In addition, during 2005, no executive officer of the Company served (i) as a member of the compensation committee or board of directors of another entity, one of whose executive officers served on the Compensation Committee, or (ii) as a member of the compensation committee of another entity, one of whose executive officers served on the Board of Directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners

     Class A Common Stock. As of March 31, 2006, based upon filings with the Securities and Exchange Commission, there is no person known to the Company to be the beneficial owner of more than 5% of the Company’s Class A common stock other than as set forth below and in the “Security Ownership of Management” table below.

		Number of Shares				Percent of
Name		Beneficially Owned				Class
Basswood Capital Management, LLC 645 Madison Avenue, 10th Floor New York, NY 10022			2,372,811				7.8	%
Chilton Investment Company, LLC 1266 East Main Street, 7th Floor Stamford, CT 06902			2,041,386				6.7	%
Mellon Financial Corporation One Mellon Center Pittsburgh, PA 15258			2,305,346				7.58	%

     Class B Common Stock. As of March 31, 2006, based upon filings with the Securities and Exchange Commission, there is no person known to the Company to be the beneficial owner of more than 5% of the Company’s Class A common stock other than as set forth below and in the “Security Ownership of Management” table below.

		Number of Shares				Percent of
Name		Beneficially Owned				Class
Fidelity National Financial, Inc. 601 Riverside Avenue Jacksonville, FL 32204			143,176,041				82.5	%

Security Ownership of Management

     The following table sets forth the beneficial ownership as of March 31, 2006, of the Class A common stock of the Company by each director, by the director nominees, all executive officers named in the Summary Compensation Table, and all directors and executive officers as a group. The information as to beneficial stock ownership is based on data furnished by the persons concerning whom such information is given.

		Number of				Number of								Percent of
Name		Shares Owned(1)				Options				Total				Total
William P. Foley, II			1,120,698	(2)			0				1,120,698				3.60	%
Frank P. Willey			271,467				0				271,467				*
John F. Farrell, Jr.			6,763				0				6,763				*
Willie D. Davis			5,962				0				5,962				*
William A. Imparato			6,696				0				6,696				*
General William Lyon			9,636				0				9,636				*
Philip G. Heasley			10,452				0				10,452				*
William G. Bone			0				0				0				*
Peter O. Shea, Jr.			0				0				0				*
Robert N. Clements			0				0				0				*
Raymond R. Quirk			155,184				0				155,184				*
Christopher Abbinante			70,559				0				70,559				*
Roger S. Jewkes			66,369				0				66,369				*
Erika Meinhardt			70,005				0				70,005				*
Anthony J. Park			40,527	(3)			0				40,527				*
All directors and executive officers (15 persons)			1,834,318				0				1,834,318				5.89	%

EQUITY COMPENSATION PLAN INFORMATION

     The following table provides information regarding shares of Class A common stock of FNT authorized for issuance under the Company’s equity compensation plans as of December 31, 2005.

Number of Securities to be

Issued Upon Exercise of

Weighted-Average Exercise

Number of Securities Remaining

Outstanding Options,

Price of Outstanding Options,

Available for Future Issuance

Plan Category

Warrants and Rights

Warrants and Rights

Under Equity Compensation Plans

Equity Compensation Plans Approved by Shareholders (1)

2,206,500

$

21.90

5,016,000

Total (1)

2,206,500

$

21.90

5,016,000

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Fees Billed in Last Fiscal Year

     In accordance with the requirements of the Sarbanes-Oxley Act of 2002, all audit and audit-related work and all non-audit work performed by the Company’s independent auditor, KPMG LLP, is approved in advance by the Audit Committee, including the proposed fees for such work.

     The Company incurred the following fees for audit and other services performed by KPMG LLP with respect to fiscal years 2005:

		2005
		(Amount in
		thousands)
Audit fees(1)		$	1,134
Audit related fees(2)			11
Tax fees			—
All other fees			—
		$	1,145

Approval of Accountant’s Services

SEC rules require that, before a company’s independent auditor is engaged to provide any audit or permissible non-audit services, the engagement must be pre-approved by the audit committee or entered into pursuant to pre-approval policies and procedures established by the audit committee. The Company’s Audit Committee has not established a pre-approval policy at this time. Rather, the Audit Committee as a whole reviews and pre-approves all audit and permissible non-audit services to be provided by KPMG LLP.

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT INDEX

Exhibit
Number		Description
31.1		Certification by Chief Executive Officer of pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification by Chief Financial Officer of pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.1

CERTIFICATIONS

I, Raymond R. Quirk, certify that:

1. I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Fidelity National Title Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	a)		designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)		evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)		disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

	a)		all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 1, 2006

By:		/s/ Raymond R. Quirk
		Raymond R. Quirk Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Anthony J. Park, certify that:

1. I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Fidelity National Title Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	a)		designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)		evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)		disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

	a)		all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 1, 2006

By:		/s/ Anthony J. Park
		Anthony J. Park
		Chief Financial Officer