SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 4720
          March 1, 2010   Jeff Robinson, Esq. The First American Corporation 1 First American Way Santa Ana, California 92707
 Re: First American Financial Corporation
  Registration Statement on Form 10-12B/A
  Filed February 12, 2010
  File No. 001-34580

Dear Mr. Robinson:
  We have reviewed your February 12,  2010 response to our January 13, 2010
comment letter and have the following addi tional comments.  Where indicated, we think
you should revise your document in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-12B filed February 12, 2010

General
1. We note the copies of promissory notes filed as exhibits to the Form 10 in
response to our prior comment 1.  The to tal of the notes appears to amount to
$216,970,705 rather than $192,900,000, as described on page F-48 of the filing.  Please explain the discrepancy between th e notes filed and the amount stated in
the filing.

Jeff Robinson, Esq.
The First American Corporation
March 1, 2010 Page 2
Exhibit 99(a) Information Statement

General
2. We note your response to our prior comme nt 6.  Please provide a more detailed
analysis regarding your belief that the stockholders who will receive cash in lieu
of fractional shares will not  be giving up value, as discussed in Staff Legal
Bulletin 4.
3. We note your response to our prior comment 7.  Please revise your disclosure to
characterize the following statements as st atements of belief rather than fact:
• “Over the last decade we have been  both an industry and a marketplace
leader in global production.” (Page 2); and
• “Over the past 20 years we have led the industry in expanding our product
offerings to other nations, in some cas es establishing a market in countries
where no market had previous ly existed.” (Page 4).
4. Please update your financial information a nd related disclosure s to include the
year ended December 31, 2009 as require d by Rule 3-12 of Regulation S-X.

Risk Factors, page 11
 “A downgrade by ratings agencies, reductions in  statutory surplus maintained by our title
insurance underwriters or a deterioration in  other measures of financial strength may
negatively affect FinCo’s results of ope rations and competitive position.” page 12
5. We note your response to our prior comment 9 and advise you that we disagree
with your conclusion.  Please revise your  disclosure regard ing the above listed
risk factor to include th e current ratings of your ti tle insurance operations as
issued by each of the major ratings agencies.
6. We note your response to our prior comment  10 and advise you that we believe
the inclusion of the company’s current statutory surplus as compared to the
minimum amount required by the State of Calif ornia is illustrative to investors in
understanding the level of risk described.  Please revise your di sclosure to include
a discussion comparing the current stat utory surplus maintained by your title
insurance underwriters to the current level of statutory surplus they are required to
maintain.

Special Note About Forward-Looking Statements, page 21
7. We note your response to our prior comme nt 20 and we reissue the comment.
Please eliminate all references to the sa fe-harbor afforded by Section 27A of the
Securities Act of 1933 and Section 21E of  the Securities Exchange Act of 1934

Jeff Robinson, Esq.
The First American Corporation
March 1, 2010 Page 3
from this section of the filing.
 Unaudited Pro Forma Condensed Combined Financial Statements, page 44

Unaudited Pro Forma Combined Income Statement, page 48
8. Refer to your response to our comment 25. Please disclose what the transitions
services agreement and commercial agreem ents with First American specifically
relate to and  indicate that you have  not included any amounts related to the
agreements in the pro-forma financial statements and why.
9. Refer to your response to our comment 26. Page F-51 states that First American
Financial Corporation maintained a rese rve for lawsuits totaling $65.7 million at
December 31, 2008.  You disclose that each of FinCo and InfoCo will assume 50% of certain contingent and other cor porate liabilities of First American, which
include certain legal contingencies a nd actions. Please revise the pro forma
financial statements accordingl y or address the following:
• tell us why a revision is not necessary,
• disclose what “certain contingent and other corporate liabilities of First
American” relate to, and
• disclose how this amount will be determined.

Business, page 82

10. We note your response to our prior comme nt 34.  Please disclose the basis for
your conclusion that you are the second largest provider of  title insurance in the
United States.

Compensation Discussion and Analysis, page 104
11. We note your response to our prior comme nt 42.  Please further revise your
disclosure to state why the committee deemed that the temporary reduction in Mr.
Gilmore’s salary was “no longer necessary.”
12. We note your response to our prior comme nt 43 and the newly added disclosure
on page 107; however, we ask that you pleas e further revise your disclosure to
quantify the ISG specified financial m easurements, not just the level of
achievement of each measurement, as discussed on page 107.
13. We note your response to our prior comme nt 45 and we reissue the comment.
Please revise your disclosure to identif y the names of the specific compensation
surveys relied on by the committee, as discussed on page 112.

Jeff Robinson, Esq.
The First American Corporation
March 1, 2010 Page 4  Notes to Combined Financial Statements

Note 4. Debt and Equity Securities, page F-72
14. Refer to your response to our comments 52 and 53. It does not appear that all of the required disclosures for ASC Topic 320-10-50 were provided. Please address the following:

• disclose and quantify, by major secur ity type, the methodology and significant
inputs used to measure the amount relate d to the credit loss. Examples of
significant inputs include, but  are not limited to, perfor mance indicators of the
underlying assets in the security (incl uding default rates, delinquency rates,
and percentage of nonperforming assets), lo an to collateral va lue ratios, third-
party guarantees, current levels of  subordination, vintage, geographic
concentration, and credit ratings.

• disclose all of the following by major secur ity type as of each date for which a
statement of financial position is presented:

a. Amortized cost basis  aa. Aggregate fair value
 aaa. Total other-than-tempor ary impairment recognized in accumulated other
comprehensive income  b. Total gains for securities with  net gains in accumulated other
comprehensive income  c. Total losses for securities with net losses in accumulated other comprehensive income  d. Information about the contractual matu rities of those securities as of the
date of the most recent statement of financial position presented.
• disclose a tabular rollforward of the am ount related to credit losses recognized
in earnings in accordance with paragraph 320-10-35-34D which shall include at a minimum, all of the following:

a. The beginning balance of the amount  related to credit losses on debt
securities held by the entity at the be ginning of the period for which a portion
of an other-than-temporary impairment was recognized in other comprehensive income  b. Additions for the amount related to the credit loss for which an other-than-

Jeff Robinson, Esq.
The First American Corporation
March 1, 2010 Page 5
temporary impairment was not previously recognized  c. Reductions for securities so ld during the pe riod (realized)
 d. Reductions for securities for which the amount previously recognized in
other comprehensive income was recogni zed in earnings because the entity
intends to sell the security or more likel y than not will be required to sell the
security before recovery of its amortized cost basis  e. If the entity does not intend to sell th e security and it is not more likely than
not that the entity will be required to se ll the security before recovery of its
amortized cost basis, additional increas es to the amount related to the credit
loss for which an other-than-temporary impairment was previously recognized  f. Reductions for increases in cash flow s expected to be collected that are
recognized over the remaini ng life of the security.
 g. The ending balance of the amount rela ted to credit losses on debt securities
held by the entity at the end of the pe riod for which a portion of an other-than-
temporary impairment was recognized in other comprehensive income.

In addition, we noted your revised disclo sure in Management’s Discussion and
Analysis. The general note to ASC Topic 320-10-50 states that the disclosures are
to be provided in the notes to financ ial statements. Please revise accordingly.
15. Separately present in the Condensed Co mbined Statements of Comprehensive
Income (Loss) on page F-64 amounts recogni zed related to your available-for-sale
debt securities for which a portion of an other-than-temporary impairment has
been recognized in earnings. Refe r to paragraph 37 of FSP FAS 115-2.
16. Refer to your response to our comment 54. We are reissuing our comment as it
did not appear to be addressed in the filing. Provide the disc losure required by
ASC Topic 320-10-50-6b regarding the in formation that you considered in
reaching the conclusion that the $49 milli on of unrealized losses on non-agency
mortgage-backed and asset-backed securitie s should not be recognized in earnings
at September 30, 2009.  Individually signi ficant unrealized losses should not be
aggregated.

* * * * *

As appropriate, please amend your filing in response to these comments.  You
may wish to provide us with marked copies of the amendment to e xpedite our review.
Please furnish a cover letter with your amendment that ke ys your responses to our
comments and provides any requested supplemen tal information.  Detailed cover letters

Jeff Robinson, Esq.
The First American Corporation
March 1, 2010 Page 6  greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
    Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, 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  and accuracy of the disclosure in the filing; and

• the company may not assert this action as  a defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United
States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision 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 a confirmation of th e fact that those reque sting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate 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 a dvance of the requested effective date.

Jeff Robinson, Esq.
The First American Corporation March 1, 2010 Page 7
You may contact Sasha Parikh at (202) 551-3627 or Lisa Vanjoske at (202) 551-
3614 if you have questions regarding comments on the financial statements and related
matters.  Please contact Laura Crotty at ( 202) 551-3563 or myself at (202) 551-3715 with
any other questions.

        S i n c e r e l y ,              J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r   cc:  Jeff Robinson