Fidelity National Financial, Inc. - Form 13F Holdings Report (13F-HR)

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

FORM 13F

FORM 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: June 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 August 12, 2008
-------------------------------------- [City, State] [Date]
[Signature]

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: $ 38,102
 (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.

NAME OF ISSUER VALUE SHARES/ SH/ PUT/ INVSTMT OTHER VOTING AUTHORITY
 TITLE OF CLASS CUSIP (X1000) PRN AMT PRN CALL DSCRETN MANAGERS SOLE SHARED NONE
MARINER ENERGY, INC. COMMON 56845T-30-5 5,546 150,000 SH DEFINED x
NYSE EURONEXT COMMON 629491-10-1 3,749 74,000 SH DEFINED x
ING GROEP N.V. COMMON 456837-10-3 3,164 100,300 SH DEFINED x
OCEANFREIGHT INCORPORATED COMMON Y64202-10-7 2,873 124,000 SH DEFINED x
IMPERIAL OIL LIMITED COMMON 453038-40-8 2,484 45,100 SH DEFINED x
NTN BUZZTIME INC. COMMON 629410-30-9 2,259 6,644,611 SH DEFINED x
TELECOM CORP. OF NEW ZEALAND LTD. COMMON 879278-20-8 2,248 166,400 SH DEFINED x
TESORO CORPORATION COMMON 881609-10-1 2,244 113,500 SH DEFINED x
CANADIAN NATIONAL RAILWAY COMPANY COMMON 136375-10-2 2,164 45,000 SH DEFINED x
BHP BILLITON LTD. COMMON 088606-10-8 2,130 25,000 SH DEFINED x
NEXEN, INC. COMMON 65334H-10-2 1,988 50,000 SH DEFINED x
GULFMARK OFFSHORE, INC. COMMON 402629-10-9 1,710 29,400 SH DEFINED x
SEASPAN CORP. COMMON Y75638-10-9 1,638 68,200 SH DEFINED x
NISSAN MOTOR LTD COMMON 654744-40-8 1,538 93,493 SH DEFINED x
SARA LEE CORP. COMMON 803111-10-3 1,225 100,000 SH DEFINED x
AMR CORP COMMON 001765-10-6 451 88,000 SH DEFINED x
CORNELL COMPANIES INC. COMMON 219141-10-8 369 15,300 SH DEFINED x
CONTINENTAL AIRLINES INC. COMMON 210795-30-8 303 30,000 SH DEFINED x
AMERICAN RESTAURANT GROUP INC COMMON 029309-80-4 10 1,000 SH DEFINED x
UNIVERSAL CORP VA COMMON 913456-10-9 9 200 SH DEFINED x
Landamerica Finl Group, Inc. COMMON 514936-10-3 1 37 SH DEFINED x



 38,102 7,963,541

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