Mail Stop 6010

								July 29, 2005

Raymond R. Quirk
Chief Executive Officer
Fidelity National Title Group, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204

	Re:	Fidelity National Title Group, Inc.
		Registration Statement on Form S-1
		Filed July 6, 2005
		File No. 333-126402

Dear Mr. Quirk:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
to these comments.  If you disagree, we will consider your
as to why our comment is inapplicable or a revision is
Please be as detailed as necessary in your explanation.  In some
our comments, we may ask you to provide us with information so we
better understand your disclosure.  After reviewing this
we may raise additional comments.

	Please understand that the purpose of our review process is
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
look forward to working with you in these respects.  We welcome
questions you may have about our comments or any other aspect of
review.  Feel free to call us at the telephone numbers listed at
end of this letter.


Letters to FNF Shareholders and FNT Shareholders

1. Please state in the FNT letter and better highlight, using
or larger type, that the receipt of FNT shares is a taxable event.

Prospectus Cover Page

2. In the cover letters and the Summary, where you state that the
Class A stockholders will have 17.5% of the common stock, please
disclose, as you disclose on page 10, that FNF will hold 97.9% of
voting power because of the Class B common stock`s ten-to-one

Prospectus Summary, page 1

3. The "Company Overview," "Competitive Strengths," "Strategy,"
"Company History" discussions in the Summary are repeated almost
verbatim on pages 37-39 in the Business section of your document.
Please revise to provide a shorter summary of the information that
contained in the Business section, rather than repeating entire
paragraphs of your document in the Summary.

4. Your summary does not present a balanced view of your business.
Currently, your summary is a detailed discussion of only the
aspects of your business and strategy.  Please revise the summary
present a balanced picture.  The balancing disclosure you provide
should be no less prominent than your positive disclosure and
appear under appropriate headings.  Also, since you discuss your
strengths and strategy, the balancing disclosure in each of those
subsections should discuss the difficulties you face and the
you will need to overcome to accomplish your strategy objectives.
Among other things, you should discuss the fact that A.M. Best
downgraded your financial strength rating.

Risk Factors, page 7

5. Do state laws regulate the price of your policies?  If so,
include a risk factor addressing this issue.

6. Your first two risk factors allude to risks that may affect
business, operating results, and financial condition, without
describing those risks.  For example, your first risk factor
interest rates, general and specific economic conditions, and
seasonality.  Your second risk factor mentions prevailing
regulatory, competitive and other conditions in California.
expand these two risk factors to more completely and specifically
describe the mentioned risks or create separate risk factors to
adequately and completely describe all of the material risks.

Our subsidiaries engage in insurance-related businesses . . . ,
page 8

7. If any specific regulation has presented a material difficulty
your business, please identify the regulation and discuss the
situation.  It may be appropriate to place this disclosure in a
separate risk factor.

8. Please discuss the investigations of the California Department
Insurance and National Association of Insurance Commissioners in a
separate risk factor.  Also, explain in more detail the subject
of these investigations.  For example, which "reinsurance
are being investigated?

If the rating agencies further downgrade our company . . . , page

9. Please state how many ratings each of the five rating agencies
have, and state where your ratings rank in these totals.

The Distribution, page 13

10. Please state that Fidelity National Financial, Inc. is both a
selling shareholder and an underwriter in this transaction and
the required selling shareholder disclosure.

No Fractional Shares, page 14

11. Please disclose the approximate per share value that will be
to determine the cash payment made in connection with the

Forward-Looking Statements, page 15

12. The second and third paragraphs of this section seem to
the Risk Factors section is incomplete.  The Risk Factors section
should include all risks you believe are material, and it is
inappropriate to refer in the Risk Factors section or in any other
part of your document to risks that are not material.  Please
or delete the second and third paragraphs of the Forward-Looking
Statements section so they are consistent with this policy.

Dividend Policy, page 15

13. Describe briefly the regulatory restrictions on your ability
pay dividends.

Selected Historical Financial Information, page 17

14. Your current presentation that includes labeling each column
unaudited creates the impression that the columns not marked as
have been audited.  Please clarify for us whether the auditors
performed an audit in compliance with SAS 42 of this information
revise the presentation accordingly.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Recent Developments, page 22

15. Please file as an exhibit the agreement underlying your
acquisition of Service Link.  See Item 601(b)(2) and
(b)(10)(ii)(C) of
Regulation S-K.  Also, provide us with your analysis of the
applicability of Item 3-05 of Regulation S-X with respect to the
acquisition of Service Link.

Critical Accounting Policies, page 23

16. We note that the discussion of the critical accounting
appears to reiterate in some regards the information included in
notes to the financial statements.  Please revise your critical
accounting policies which we believe should be described as
accounting "estimates" to disclose the uncertainties involved in
applying each principle and discuss the variability that is
likely to result from the application.  For each estimate
ensure that you have analyzed and disclosed to the extent possible
following factors:

a. How management arrived at the estimate;
b. How accurate management`s estimate/assumption has been in the
c. Whether the estimate/assumption is reasonably likely to change
the future; and
d. Evaluate the sensitivity to change of critical accounting

	Refer to Release 33-8350.

Reserve for Claim Losses, page 23

17. We believe your disclosure in Management`s Discussion and
regarding the reserve for claim losses could be improved to better
explain the judgments and uncertainties surrounding this estimate
the potential impact on your financial statements.  We believe
disclosures explaining the likelihood that materially different
amounts would be reported under different conditions or using
different assumptions is consistent with the objective of
Discussion and Analysis.  Accordingly, please revise MD&A to
the following information for each of your lines of business.

a. Please disclose the reserves accrued as of the latest balance
date presented.  The total of theses amounts should agree to the
amount presented on the balance sheet.
b. Please disclose the range of loss reserve estimates as
by your actuaries.  Discuss the key assumptions used to arrive at
management`s best estimate of loss reserves within that range and
specific factors led management to believe this amount rather than
other amount within the range represented the best estimate of
incurred losses.
c. If you do not calculate a range around your loss reserve, but
instead use point estimates please include the following
1. Disclose the various methods considered and the method that was
selected to calculate the reserves.  If multiple point estimates
generated, include the range of these point estimates.  Include a
discussion of why the method selected was more appropriate over
other methods.
2. Discuss how management determined the most appropriate point
estimate and why the other point estimates were not chosen.  Also
clarify whether the company actually records to the point estimate
if not, how that estimate is used.
3. Include quantified and narrative disclosure of the impact that
reasonably likely changes in one or more of the variables (i.e.
actuarially method and/or assumptions used) would have on reported
results, financial position and liquidity.
d. Because IBNR reserve estimates are more imprecise, please
the amount of IBNR separately from case reserves for all lines of

Comparisons of Three Months Ended March 31, 2005 and 2004, page 24

Results of Operations, page 24

18. Please provide a better discussion of what the metrics "Orders
opened by direct title operations" and "Orders closed by direct
operations" represent.  Include how the amounts disclosed for each
impact operations in the current period.

Liquidity and Capital Resources, page 31

Cash requirements, page 31

19. We note that most of your liquidity discussion appears to be
the holding company perspective.  Please revise your MD&A to
this information at the operating subsidiary level.  Specifically
include a more robust discussion of the reasonably likely impact
payment of claims will have on known trends and uncertainties, in
particular cash outflows from operations.  Specifically address
asset/liability management process and whether there are any
significant variations between the maturity of your investments
the expected payment of your loss reserves.  Include a discussion
the impact of selling securities before anticipated or the use of
credit facilities to pay for policy liabilities will have on your
future liquidity and results of operations.

20. On page 3, you state that you are currently upgrading your
operating system to improve ordering and delivery.  If this will
result in material capital expenditures, state the amount of those
expenditures here.

Contractual Obligations, page 32

21. Please revise your presentation of the "Title claim reserve"
to be
included in the contractual obligation table with your other

22. Elsewhere in the filing, you disclose the estimated payments
relating to pension and postretirement plans.  As these payments
represent future obligations of the Company, we believe the
of estimated pension and postretirement payments in the
obligations table or a related footnote disclosure will provide
investors increased transparency of your cash flow.  Based on the
above factors, please revise your contractual obligations table to
include these payments or supplement the table with additional
information that will assist the investor with understanding the
Company`s cash requirements.  Lastly, consider the need to
a discussion to describe any known trends and uncertainties
related to
your pension plan that will likely result in a material change in
results of operations, financial condition, or your liquidity.


Competitive Strengths, page 37

23. Please disclose what your operating margins are, and explain
basis for your belief that they are among the best in the

Reinsurance and Coinsurance, page 41

24. We note you reinsure certain risks, and you assume reinsurance
other title insurers.

* Please disclose the amount of premiums earned from your
as opposed to other title insurers for whom you assume
during the past two years, and state how much of these premiums
passed along to reinsurers.
* Identify your principal reinsurers, and state how much of your
premiums you ceded to each one.
* Disclose the percentage of your risk that you currently
* Please disclose the amount of revenues you earned by assuming
reinsurance for other title insurers during the past two years.
* Please file as exhibits the written agreements with your
reinsurers and with the companies for whom you assume reinsurance,
discuss the material terms of the agreements in the body of your
filing.  These terms would include the type of policies to which
agreements apply, both parties` financial obligations under the
agreements, expiration date and termination provisions, and any
material rights and obligations of the parties.

Legal Proceedings, page 45

25. Please explain in more detail the allegations in the class
suit in California.

26. For every lawsuit discussed in this section, please state the
amount of potential damages or, if you have settled, the amount
agreed to pay.

Regulation, page 47

27. Please state whether or not you are currently in compliance
each of the laws, rules and regulations you mention in this
Also, describe any incidence of noncompliance over the past three

Management, page 51

28. It appears Mr. Foley is the only director who has been
selected as
of now, as the other individuals are labeled as various types of
officers.  Please explain when and how you will select your

Shares of FNF Common Stock, page 55

29. The table includes everyone you have identified on page 51 as
officer or director except for Mr. Foley, yet the total shares
held by
officers and directors is much higher than the sum of the amounts
by each individual officer/director.  Please explain or reconcile

FNF Corporate Services Agreements, page 66

30. Please disclose the payment terms and durations of the
services agreements.  Also, for each, disclose the amount you will
receive and pay to FNF.  Provide similar disclosure regarding the
corporate services agreement discussed on pages 69-70.

31. We note that you have yet to file any of these agreements and
have not had the benefit of reviewing them.  However, please
that all of the disclosure required by Item 404 of Regulation S-K
disclosed concerning these contracts.  This disclosure should be
comprehensive and detailed than the disclosure describing arms-
contracts.  Also, additional information will have to be
For example, as to any transaction involving the purchase or sale
assets by or to FNT, otherwise than in the ordinary course of
business, state the cost of the assets to the purchaser and, if
acquired by the seller within two years prior to the transaction,
cost thereof to the seller.  Indicate the principle followed in
determining the registrant`s purchase or sale price and the name
the person making such determination.  This disclosure must be
provided for each such transaction.  See Instruction 5 of Item
of Regulation S-K.  We note the intellectual property agreement in

New Notes Payable to FNF, page 67

32. Please file the notes as exhibits.

Employee Matters Agreement, page 68

33. Please describe the terms of this agreement in more detail.
example, what responsibilities and liabilities will you have?
What is
the approximate amount you will be required to pay to the employee
benefit plans or to reimburse to FNF?

Intellectual Property Cross License Agreement, page 69

34. Please describe the terms of this agreement in more detail.
Discuss any payments you will make or receive, identify the
of the licenses, state the duration and termination provisions,
describe any other material terms of the agreement.

Lease Agreement, page 71

35. Please disclose the amount you will be required to pay for the
lease.  Also, disclose the payment terms and amount for the Master
Information Technology Services Agreement.

Certain Relationships and Related Transactions, page 73

36. Please disclose the amount paid or received pursuant to every
agreement discussed in this section.  Also, please ensure that
agreement discussed in this section is filed as an exhibit.

Common Stock, page 77

37. Please disclose whether the Class B Common Stock has
voting rights.

Provisions of our Certificate of Incorporation Relating to
Opportunities, page 80

38. Please compare and contrast your officers` and directors`
fiduciary duties as defined by your certificate of incorporation
those defined by state law.  Disclose, if true, that state law
override your certificate of incorporation in the event of a
If any statute, regulation, or case law addresses situations in
officers and directors work for two affiliated companies, discuss
these laws.  We may have further comments.

United States Federal Income Tax Considerations, page 81

39. We note the tax opinion addresses the "principal United States
federal income tax consequences" of the transaction.  Please
the word "principal" with "material," and revise the opinion as
necessary so that it discusses all material tax consequences of

40. Please delete the first sentence of the third full paragraph
page 82, which reads, "This summary is for general information
purposes only and is not intended to be, and should not be
to be, legal or tax advice to any particular shareholder."  Also,
delete the first sentence of the legend constituting the fourth
paragraph on page 84.

Financial Statements - December 31, 2004

Combined Statements of Equity and Comprehensive Earnings, page F-5

41. Based on your current presentation it appears that the
of the company are not a separate legal entity within FNF.  Please
include in your notes a discussion of the current capital
structure as
well as a discussion of what the capital structure will be like
the distribution of your shares including disclosing the debt
issuances and dividends to FNF that will take place prior to the
distribution.  Also provide to us any consideration given to the
presentation of earnings per share based on the new capital
that will be in place at the time of the distribution.

Combined Statements of Cash Flows, page F-6

42. Please provide to us a discussion of how you determined that
current presentation related to the secured trust deposits is
appropriate.  Specifically include a discussion of the
of recognizing these assets within your financial statements in
addition to the cash flow presentation.  Include references to any
specific paragraphs within the authoritative literature upon which
relied in this determination.

A. Summary of Significant Accounting Policies, page F-7

Description of Business, page F-7

43. You make the statement in the last sentence of this section
you operate you business as one segment.  We note in other
portions of
the document that it appears that segregate you revenues between
several product types including residential, commercial,
new sales, etc.  Please revise your notes to include the revenues
generated by these various product types.  Refer to paragraph 37
SFAS 131.

Reinsurance, page F-13

44. Please include the disclosure required by paragraphs 27-28 of
113 related to your reinsurance agreements.

B. Acquisitions, pages F-14 - F-15

Acquisition of Micro General Corporation, page F-15

45. Please tell us and revise your disclosure to state how you
accounted for the acquisition of Micro General Corporation in the
historical financial statements.  Cite appropriate accounting
literature as appropriate.

H.  Income Taxes, page F-20

46. Please explain to us why your "Insurance reserve discounting"
items presented in the tables on pages F-20 and F-21 changed from
significant asset in the prior year to a significant liability in
current year.

J. Commitments and Contingencies, pages F-22 - F-24

47. We note your disclosure regarding several pending lawsuits.
It is
unclear whether or not the losses relating to these lawsuits are
probable and estimable.  For each pending lawsuit disclosed where
complaint has been filed against you, please provide us the
information that should have been disclosed per paragraphs 9 and
10 of
SFAS 5.  The disclosure should include, at a minimum should
what the other party in the lawsuit is seeking.  To the extent
settlements are material, include a discussion of those amounts as

L.  Employee Benefit Plans, page F-25

Stock Option Plans, page F-26

48. In the first paragraph on page F-27 you make the statement
"other disclosures required by SFAS No.123 have not been provided
because the SFAS No. 123 pro forma expense disclosures were
based upon an allocation methodology that allocates to the Company
expenses associated with portions of individual awards, rather
entire awards."  Please better explain to us what this means and
you feel that it precludes your ability to provide this

Item 16. Exhibits and Financial Statement Schedules, page II-2

49. We note several of your exhibits are not yet filed.  Please be
aware that once these exhibits are filed, we will need time to
them prior to effectiveness, and we may have comments on them.

Supplemental Schedules, page II-4

50. Please provide to us your analysis related to the decision to
include the information required by Schedule II as required by
Rule 7-
05 of Regulation S-X.

*	*	*

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
have additional comments after reviewing your amendment and
to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
includes all information required under the Securities Act of 1933
that they have provided all information investors require for an
informed investment decision.  Since the company and its
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
they have made.

	Notwithstanding our comments, in the event the company
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
has access to all information you provide to the staff of the
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
fact that those requesting acceleration are aware of their
responsibilities under the Securities Act of 1933 and the
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Tabatha Akins at (202) 551-3658 or James
at (202) 551-3674 if you have questions regarding comments on the
financial statements and related matters.  Please contact Greg
Belliston at (202) 551-3861, Michael Reedich at (202) 551-3612, or
at (202) 551-3715 with any other questions.


								Jeffrey Riedler
								Assistant Director

cc:	Robert S. Rachofsky
	LeBoeuf, Lamb, Greene & MacRae LLP
	125 West 55th Street
	New York, NY 10019-5389




Raymond R. Quirk
Fidelity National Title Group, Inc.
July 29, 2005
Page 1