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  www.KilpatrickStockton.com

  KILPATRICK STOCKTON LLP

  direct
  dial 404 815 6175

  direct fax 404 541 3276

  December 9, 2005

  LLedbetter@KilpatrickStockton.com

Division of Corporation
Finance

U.S. Securities and
Exchange Commission

Mail Stop 4561

450 Fifth Street, N.W.

Washington, D.C. 20549

Attention:        Mr. Geoffrey Ossias, Esq.

Examiner

Re:                     Certegy
Inc.

Preliminary Schedule
14A

Filed October 12,
2005

File No. 001-16427

Dear Mr. Ossias:

Pursuant to our telephone conference on Thursday, we
are including in this letter proposed revisions to the proxy statement included
in the above-referenced Schedule 14A to respond to comments 1 and 2 set forth
in your letter dated December 7, 2005.

We are including a clean
version of our proposed language as well as a marked version to indicate the
revisions made to the version of the proxy statement filed on November 23,
2005.

Preliminary Schedule 14A General

1.                 We note your response to prior comment 49. While it maybe appropriate
to caution investors as to the weight to place on the representations and
warranties, we continue to believe that it is not appropriate to qualify
information contained in your proxy by reference to information that is not in
the public record. All material qualifications should be discussed in order to
bring your disclosure of representations and warranties up to date and the
blanket qualification on page 76 should be removed. Also, your disclosure
suggests that there is information contained in schedules to the merger
agreement that have not yet been made public.  Please provide us with a copy of this
information and tell us why it is appropriate to omit it from your proxy
without the benefit of a confidential treatment request.

Response (appearing in the third paragraph on page 76)

Clean Version of
Language

“The merger agreement
contains representations and warranties Certegy and FIS made to each other. These
representations and warranties were made as of specific dates and are subject
to qualifications and limitations agreed to by Certegy and FIS in connection
with negotiating the terms of the merger agreement. Moreover, these
representations and warranties are subject to contractual standards of
materiality that may be different from those generally applicable to
disclosures to shareholders and in some cases may have been made solely for the
purpose of allocating risk between Certegy and FIS and to provide contractual
rights and remedies to the parties rather than to establish matters as facts. Accordingly,
you should not rely on the representations and warranties as statements of
factual information.”

Marked Version of Language

“The
merger agreement contains representations and warranties Certegy and FIS made
to each other. These assertions embodied in those representations
and warranties were  are made as of
specific dates and are  may be subject to important qualifications
and, limitations ,and supplemental information agreed to
by Certegy and FIS in connection with negotiating the terms of the merger
agreement. Moreover, these representations and warranties are subject to
contractual standards of materiality that may be different from those generally
applicable to disclosures to shareholders, and in some cases may
have been made solely for the purpose of allocating risk between Certegy and
FIS and to provide contractual rights and remedies to the parties rather than
to establish matters as facts. including qualifications set forth on the
disclosure schedules to the merger agreement. These disclosure schedules
contain information that has been included in Certegy’s and FNF’s prior public
disclosures, as well as potential additional non-public information. Moreover, information
concerning the subject matter of the representations and warranties may have
changed since the date of the merger agreement, which subsequent information
may or may not be fully reflected in Certegy’s or FNF’s public disclosures. In
addition, the representations and warranties may have been included in the
merger agreement for the purpose of allocating risk between Certegy and FIS
rather than to establish matters as facts. Accordingly, you should not rely
on the representations and warranties as statements of factual information characterizations
of the actual state of facts.”

2.                 We note your response to prior comment
35 and further note that you appear to have received preliminary non-binding
offers from up to three private equity firms. Please revise to summarize the
terms of these offers and why they were rejected.

Response (appearing in final paragraph on page 40
and the first paragraph of page 41)

Clean Version of
Language

“At a Certegy board of directors meeting on May 4,
2005, Citigroup briefed the board on its contacts with potential buyers. The
board agreed to require all interested parties to submit an indication of
interest by May 19, 2005, and directed Certegy’s management to respond to
FNF with a letter indicating that after the Certegy board had considered FNF’s
proposal it would respond. Consequently, three private equity firms submitted
preliminary indications of interest, each of which set forth a range of
proposed valuations of Certegy. The low range was $37 to $40 per share and the
high was $40 to $44.”

“On May 23 and May 24,
Certegy’s business strategies committee and the board reviewed and discussed
with Citigroup the indications of interest Certegy had received from potential
financial buyers and FNF, which was the sole potential strategic buyer. Following
these discussions, the board decided to provide due diligence materials to two
prospective financial buyers and to FNF and directed Certegy’s management and
advisors to commence due diligence on FIS. The third prospective financial
buyer, whose initial estimated valuation was the lowest of the three submitted,
had indicated that its valuation would likely be at the lower end of its valuation
range and, as a consequence, the board determined not to continue discussions
with it.”

Marked Version of
Language

“At a Certegy board of directors meeting on May 4,
2005, Citigroup briefed the board on its contacts with potential buyers. The
board agreed to require all interested parties to submit an indication of
interest by May 19, 2005, and. The board also directed
Certegy’s management to respond to FNF with a letter indicating that after the
Certegy board had considered FNF’s proposal it would respond. Consequently,
three private equity firms submitted preliminary indications of interest, each
of which set forth a range of proposed valuations of Certegy. The low range was
$37 to $40 per share and the high was $40 to $44.”

“On May 23 and May 24, Certegy’s business
strategies committee and the board reviewed and discussed with Citigroup the
indications of interest Certegy had received from potential financial buyers
and FNF, which was the sole potential strategic buyer. Following these
discussions, the board decided to provide due diligence materials to two
prospective financial buyers and to FNF and directed Certegy’s

management and advisors to
commence due diligence on FIS. The third prospective financial buyer, whose
initial estimated valuation was the lowest of the three submitted, had
indicated that its valuation would likely be at the lower end of its valuation
range and, as a consequence, the board determined not to continue discussions
with it.”

We look forward to
discussing these proposed revisions with you.

  Very truly yours,

  KILPATRICK STOCKTON LLP

  /s/ Larry D. Ledbetter

  Larry D. Ledbetter