Sec Form 4 Filing - FIDELITY NATIONAL FINANCIAL INC /DE/ @ Fidelity National Title Group, Inc. - 2006-10-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person FIDELITY NATIONAL FINANCIAL INC /DE/ 2. Issuer Name and Ticker or Trading Symbol Fidelity National Title Group, Inc. [ FNT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 601 RIVERSIDE AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/24/2006 (Street) JACKSONVILLE, FL32204 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 10/24/2006 A 45,265,956 A 45,265,956 D Class A Common Stock 10/24/2006 C 143,176,041 A $ 0 188,441,997 D Class A Common Stock 10/24/2006 J( 2 ) 188,441,997 D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock ( 4 ) 10/24/2006 C 143,176,041 ( 4 ) ( 4 ) Class A Common Stock 143,176,041 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FIDELITY NATIONAL FINANCIAL INC /DE/ 601 RIVERSIDE AVENUE JACKSONVILLE, FL32204 X X Signatures Todd C. Johnson, Corporate Secretary 10/26/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares received from the issuer in connection with the transfer of certain assets, investments, cash and cash equivalents to the issuer having an agreed value of $1.075 billion. ( 2 )The Reporting Person distributed the shares for no consideration to its shareholders on a pro rata basis. ( 3 )Not applicable. ( 4 )The Class B Common Stock was convertible into Class A Common Stock at any time on a one-for-one basis and had no expiration date.

Remarks: The Reporting Person was a director by deputization through the service of certain persons as the Reporting Person's designees on the issuer's board of directors.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.